


Excelsior - My Marvel Academia

by march4fun



Category: Marvel (Comics), Spider-Man - All Media Types, 僕のヒーローアカデミア | Boku no Hero Academia | My Hero Academia
Genre: Alternate Universe, But everything will have a new spin on it, Cross-Posted on FanFiction.Net, Crossover, Developing Relationship, F/M, Flash Thompson Being A Jerk, Flash Thompson Swears A Lot, Irondad, Less MCU than you'd think, M/M, Marvel world with Quirks, No MHA Characters Here, One For All Does Not Exist, Peter Parker is based off the Tom Holland movies, Relationship breakdown, Slow Burn, Will be following basic story beats of MHA
Language: English
Status: In-Progress
Published: 2020-08-18
Updated: 2021-02-28
Packaged: 2021-03-05 19:42:13
Rating: Teen And Up Audiences
Warnings: No Archive Warnings Apply
Chapters: 9
Words: 53,501
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/25980784
Author URL: https://archiveofourown.org/users/march4fun/pseuds/march4fun
Summary: In a world of superpowers, it should be easy to become a hero, and nobody wants to be a hero more than Peter Parker. But how can a Quirkless dreamer get into the ultimate Hero academy and become the world's mightiest hero? A chance meeting with his idol and a spider bite might just be the answer...
Relationships: Jean Grey & Peter Parker, Jean Grey/Peter Parker, Jean Grey/Scott Summers, Ned Leeds & Peter Parker, Peter Parker & Tony Stark
Comments: 30
Kudos: 35





	1. A Chance Meeting

**Author's Note:**

> Edited by the lovely annbe11

The Stark Expo was in chaos. Explosions rocked the streets, rockets and grenades fell from the sky, and humanoid metal figures dueled in the air above the panicking crowds while others fired from the ground. The big globe in the center of the Expo was already heavily damaged by flying Hammer Drones, and more Expo buildings were being destroyed by the second.

A war was being waged in the middle of Empire City between a force of dozens arrayed against a single man.

Needless to say, the evening was not going the way five-year-old Peter Parker had expected it to be. His Uncle Ben had won tickets to the Expo in a lottery at work and Peter had been practically bouncing off the walls all week in his excitement to finally see what sorts of wonderful things were on display. His family had been there all of twenty minutes, just enough time for him to get an Iron Man costume helmet and gauntlet, before everything started exploding. The panicked crowd had stampeded in their attempt to get away from the main stage when the drones HammerTech had been showing off suddenly opened fire. The sudden rush of panicking civilians had forced Peter away from his aunt and uncle's side. Now, Peter was lost, scared, and confused. Frightened people ran away from the advancing drones, all of them passing him by in their rush to escape.

Peter looked again at the sky, where the Invincible Iron Man was fighting against the rogue drones. The drones fired countless rockets at him while another, darker figure attacked Iron Man with a huge gun. Peter remembered the man leading the HammerTech presentation calling that one a War Machine.

Steadily, though, Iron Man was destroying the drones one by one. He twisted through the air, making hairpin turns and sudden drops and stops, spinning around to blast the drones to pieces with his repulsor blasts or other weapons. Eventually, there was only the War Machine chasing after Iron Man, hundreds of feet in the air. Iron Man dodged a stream of bullets from his opponent's gun and twisted around, bringing his glowing chest laser to bear. At the same moment, the War Machine fired a missile from it's shoulder. Iron Man's laser struck the War Machine at the same time the missile hit Iron Man. The War Machine was sent flying out of sight while Iron Man was knocked from the sky, slamming into the pavement not five feet away from Peter.

There was silence. The civilians had already fled, leaving this area of the grounds empty except for the two of them. With slow footsteps, Peter made his way to the small crater Iron Man had made in the pavement. The hero lay on a mound of broken concrete, his chest emitter glowing while his eyes were dark. He wasn't moving.

"M-… Mister Iron Man?" said Peter. The hero didn't answer. "Mister Iron Man, Sir?" Peter said again, this time stepping closer. When the hero still did not acknowledge him, Peter hopped into the crater and took hold of Iron Man's hand. "C'mon, Mister Iron Man. You have to get up. You have to save the day." Peter set his feet and heaved at the armored limb, trying to pull Iron Man upright. He might as well have been trying to pull a car by himself.

Peter suddenly became aware of loud, thumping footsteps coming up behind him. Turning over his shoulder, he saw one of the Hammer Army drones lumbering closer until it towered over them. It's glowing blue optic stared down at them, whirring and focusing before its cannon lowered to point at the two of them.

Peter, suddenly forgetting to be afraid, stood between the fallen hero and the rogue drone. The young boy raised his glowing glove to point at the drone.

"Stay away from him," squeaked Peter, his voice cracking at the end. The drone gave no answer beyond adjusting its cannon.

_Ehhnnn-BOOM!_

Peter jumped in surprise as the drone was suddenly flung back with a smoking crater in the center of its chest. The boy stood there, blinking in confusion between the destroyed drone and his toy gauntlet before he thought to look over his shoulder, where he saw Iron Man lowering his hand. Iron Man's eyes were bright once again as he pushed himself out of the crater he had made. He let out a tired breath before clapping Peter on the shoulder. The force from the metal hand almost knocked the boy off his feet.

"Thanks for the save, kid," said Iron Man. "You got guts."

"Y-…You're… welcome…" Peter said, his rattled mind suddenly realizing he was speaking to his personal hero. Peter's eyes almost sparkled as Iron Man stood to his full height and stretched, working out any pains in his limbs.

"What's your name, kid?" asked Iron Man.

"P-p-peter," the boy stuttered.

"That's a nice name," Iron Man said. "Any idea where your folks are?"

Before Peter had the chance to answer, another armored figure flew down from the night sky, this one wrapped in black and gray metal. It was the War Machine.

"Look out!" Peter shouted and pointed upward, but Iron Man was already putting himself between the approaching attacker and Peter. He held up both hands, which started priming for a repulsor blast.

"Whoa, whoa! Hold your fire, Tony!" said the other armored figure, holding his hands up in surrender. Peter's mouth dropped open in shock. The War Machine wasn't a robot?

Iron Man's hands lowered slightly, but he did not stand down.

"You back in control, Rhodey?" he asked.

"Yeah," the other one said with a nod. "That blast of yours cooked my circuits a little and the system reset. I'm five-by."

"Good to hear," Iron Man said, finally lowering his hands. "Any more of those drones out there?

"My scanners are showing three more groups, all of whom are converging on us at this moment. My advice: I say we get to that garden building and get 'em in a bottleneck."

"Sounds like a plan," said Iron Man.

It was at that moment that Other Man, as Peter had started thinking of him as, finally took notice of the young boy.

"Who's the kid, Tony?" he asked.

"Name's Peter," said Iron Man. With that, the Pro Hero turned to the boy. "You remember the way to the front entrance, kid?"

"Yes, Mister Iron Man," Peter said with a nod. He heard Other Man stifle a laugh.

"Good. I need you to head there. Police should be showing up soon. You can find your folks there. Okay?"

"Okay," said Peter, nodding again.

"Good, now run along. Us two have bad guys to fight."

"Good luck, Mister Iron Man," Peter said before he started running toward the entrance gate of the Expo. He could hear them as he left.

"Never knew you could be so good with kids, Tony," Other Man said with a laugh.

"Shut up and get moving, Sidekick," Iron Man muttered.

"'Sidekick'? Which of us has military experience here?"

"Um, _me_. Y'know, since I've kinda been doing your jobs for years. No need to give me a medal over it, Sidekick."

Then the two armored men then flew into the air to finish the battle while Peter kept running to safety, unable to keep a joyful smile off of his face.

Just wait until Eugenehears about this.

(line)

The events of that night had struck a fire within Peter. His idol had been Iron Man, the Number One Hero and the Last Avenger, ever since Peter was old enough to understand who heroes were and what they represented. Seeing the man up close, even helping him and being praised by him, had removed any doubt from Peter's mind in what he wanted to be when he grew up.

When Peter was five, he knew that no matter what, he was going to be a hero.

When Peter was six, he learned that that was impossible.

Peter still remembered the silent, morose dinner that had followed after the doctor had told him, Aunt May, and Uncle Ben that Peter would never get a Quirk. Aunt May had quietly cried for him while Uncle Ben had made a few awkward attempts at jokes before giving up.

It wasn't long before everyone at school found out. The title of 'Quirkless' had been hanging over his head ever since.

Then, when Peter was nine, everything went from bad to worse. The loss of his Uncle Ben had sent him into a dark abyss of sadness and pain.

A dark abyss that was a lot less literal than the one he currently found himself in.

Fifteen-year-old Peter Parker was idly thinking that this locker was getting a little too small for him to be shoved into now. He could try bringing it up to Eugene, but he had the feeling he knew how _that_ particular conversation would go. So for now, it was just him, a backpack, and four metal walls that were just now starting to feel like they were closing in on him. Peter sighed. Years of being shoved into lockers had started to numb him to the inherent panic of the situation, but even that had limits of what he was willing to wait out. But, with his arms trapped as they were, there was nothing he could do but wait.

A shadow passed in front of the vented opening in the front of the locker, grabbing Peter's attention. A moment later, there was a knock.

_Rat-tatta-tat-tat._

Peter managed to maneuver his foot free enough to kick a clumsy _tang-tang_ against the metal. He heard the sound of the dial being spun before the locker came open, finally allowing him to soak up the light of buzzing fluorescent bulbs. He let out a sigh of relief as he managed to extricate himself from his locker and stretch his stiff joints.

"Thanks for the save, man," he said gratefully. Ned Leeds, his best friend, smiled and patted him on the shoulder.

"No problem, Pete," Ned said with a smile. His face drooped as he looked back into the locker. "Was it Flash again?"

"Yup," said Peter before he started cleaning his thick, round glasses. "What time is it?"

"Three minutes until last period," said Ned. He winced. "You missed Chemistry. Again"

Peter groaned and massaged his temples. Due to various locker-related shenanigans, he had missed enough class these last few years that he was reasonably sure he could be labeled a delinquent. The only reason that his teachers didn't make much of a fuss over it was because he always scored so high on his assignments and tests.

Giving another sigh, he followed Ned through the halls of Midtown Middle School. In terms of learning institutes, it wasn't anything to write home about. A concrete building that contained gray linoleum tiles paired with gray wall and topped with gray ceilings. The paint was being chipped from the walls while piles of dust were slowly collecting in every corner. It wasn't a bad school, but it wasn't a great one either. Peter and Ned made it to class before the bell rang and they took their seats. The rest of their classmates also trickled in to join them. They came in every color, shape, and size. There were kids who with extra limbs or antennae, kids with wolf-like features or silver skin, and even one kid who had a ball of burning green energy where his head was supposed to be. Next to everyone here, Peter and Ned looked absolutely boring.

The bell rang then, calling the start of class. The last class of the day was English, and it was honestly a waste of time. Their teacher, Mr. Gladlee, was a writer who was determined to create the next great American Novel. Therefore, he would spend endless minutes waxing poetically about subjects that could be cleared up in one or two sentences. This approach also extended to his assignments. If a student used lots of flowery language and made a few statements about symbolism, they were guaranteed an A. The man himself sauntered into the room about a minute after the bell rang — just like always — and set his bag on the front desk.

"Good afternoon, everyone," he said as he adjusted his glasses. There were a few murmured greetings from around the room, but that was it. "We'll be talking about something special today." That statement got a little more attention. "Now that you have begun the final winter of your middle school days," he said, "you must begin to ponder the twisting path of life you wish to set yourself upon. Each and every one of you is capable of great and wonderful things, but all of that wondrous potential depends on which path you place yourself upon in this moment." He opened his bag and pulled out a sheaf of papers. "These are documents that you have filled out with what you plan to do with your lives. I would offer consultations if needed, but…" he trailed off as he set the papers aside and sighed, "I think I have a clear understanding of the path you all plan to commit yourselves to."

As if that were a cue, the whole class erupted into cheers of excitement. There were many cries of 'we're gonna be heroes!' from all around. Ned rolled his eyes while Peter stared at his desk and tried to make himself smaller.

"Yes, yes, like many before you," Mr. Gladlee said with a sigh, "you have been seduced towards that bloody path, seized by that youthful passion to waste away your days giving in to your violent instincts rather than commit to honest labor or studies of the arts."

"Damn straight!" said a student in the back row, prompting more cheers.

"Oh, how far our species has come," muttered Mr. Gladlee, shaking his head.

A loud, mocking laugh suddenly rang throughout the classroom, causing everyone else to become quiet and turn to the person laughing. He was a tall, muscled boy with a solid square jaw and short, spiked blond hair. He wore a letterman's jacket over a t-shirt and currently had his feet kicked up onto his desk while he sneered arrogantly at the class.

"You got one thing right about that, Teach," Flash Thompson said. "These dumbasses _are_ wasting their time. They'll be lucky if they end up as useless sidekicks at a third-rate agency after graduating from a school just as crappy as this one is." The class immediately glared at him.

"You're not better than us!" "Yeah!" "We can kick villain butt just as well as you can!"

"Shut the hell up!" yelled Flash. "You're not as strong as me! _Nobody_ is as strong as me! I'm going to SLA and leaving you weaklings behind!"

"Please try to settle down, Mr. Thompson," Mr. Gladlee said without any real commitment. Flash was captain of both the basketball team and the football team, so he often got a free pass when he acted up in class. The teacher began paging through a new sheaf of papers, giving each one a quick glance. "In my class, however, impressive quirks and hero courses like SLA are secondary to true learning."

The rest of the class began to murmur among themselves. The Stan Lee Academy of Heroic Studies, or SLA, was the premier Hero school in the country. It was also exceedingly hard to get into, with a 0.2 percent acceptance rate. Because of that, it turned out many of the greatest heroes in the world, including at least six of the top ten Heroes in the nation.

It was also the school that Peter wanted to go to more than anyplace else.

During this whole time, Flash had been bragging about how amazing he was going to be and how he would be the absolute best at SLA. Of course, the teacher made no effort to actually reign in his behavior. They never did. Instead, Mr. Gladlee was flipping through his papers before he suddenly stopped.

"Ah," he said with interest. "Mr. Parker?"

Peter snapped up straight in his seat.

"Y-yes sir?"

"There must be some sort of error," Mr. Gladlee mused. "It says here that you are applying for SLA's Support _and_ Hero courses, but we all know that that can't be correct. What's the meaning of this?"

The class suddenly went totally silent as they all stared at Peter. Peter's shoulders tightened as he stared back down at his desk.

"It's correct, Mr. Gladlee," Peter answered.

There was a pause. Next to him, Ned facepalmed. Then the entire class was laughing. He could hear jeers of 'quirkless', 'idiot', and 'hopeless', but he just stayed in his seat and weathered the storm of insults. He had known this was going to happen eventually.

"Now, now, class," said Mr. Gladlee, making a small attempt to reestablish order. "Peter too has been filled with passion. He is entitled to his own dreams, however ridiculous they may be."

That just made all of the students laugh harder.

Peter took a moment to glance out of the corner of his eye. Just as he expected, Flash Thompson was staring right at him. Flash's eyes were burning with anger as he gave Peter a glare so nasty it could have peeled paint of the walls. Peter turned his eyes back to his desk.

The rest of the class seemed to wash right over Peter. He didn't say anything for the duration of class nor did he even make a sound, lest he make himself a target again.

Eventually, when class was finished for the day, the other students filed out until only Ned and Peter were left in their seats. Ned gave Peter a look of confusion.

"What the heck are you thinking, Pete?" asked Ned from where he sat right next to Peter.

"I don't know," said Peter.

"I thought we were going for the Support course together. We were gonna make lots of Hero gadgets together, right? Why are you signing up for the Hero course?" demanded Ned.

Peter took a breath before looking his best friend in the eye.

"Have you ever imagined being like Iron Man?" he asked Ned. Ned's faced twisted.

"Not again, Pete. We've been over this before."

"I'm serious!" Peter said. "I think that being a hero is possible for us. Don't you want something like that?" Ned's eyes widened.

"Oh, no way, man," he said, giving a vigorous shake of his head. "I wanna live!"

"But don't you think it's possible to do more?" Peter asked. "Instead of just sitting in a lab designing support technology, we could actually be the ones to use it to help people. Iron Man is the Number One Hero in the country and he does it all with the technology he makes himself. Who's to say we're not capable of something like that?"

"Um, literally everyone, man," said Ned.

He tapped his fingers against his chin before focusing a long stare at Peter. For a few moments, the two of them just watched each other. "Peter," said Ned, "You're my best friend, okay?"

"Um… okay?" said Peter, arching an eyebrow.

"And I really like being your friend. I just want you to know that." Ned paused for a moment. "Up till now, I've humored this crazy Hero Course idea of yours because we're best friends and because I thought you would grow out of it. Since you clearly haven't, I'm gonna level with you.

"You don't have a Quirk, Peter"

Those words coming out of his best friend's mouth felt like knives through Peter's heart. Throughout their entire friendship, Ned had never brought up Peter's Quirkless status to him. It had always been something that they had ignored between them.

"You don't have any powers at all," continued Ned. "You don't have any devices that didn't originally come from a dumpster. You don't have a few billion dollars lying around for all the good materials. I am telling you from the bottom of my heart, man, that you can't do this."

"It still isn't impos-"

"Dude," Ned interrupted, "I've heard about what the Hero Entrance Exam involves. If you go there with a handful of gadgets and wishful thinking, you will _literally_ die! I am serious, Pete!"

Peter blinked at Ned, thinking over what his friend had just said. Signing up for the Hero Course had been a snap decision, caused by the reemergence of youthful hopes and dreams. Peter sighed, took off his glasses, and massaged his brow.

"I just… I just felt like I had the chance to do more. Y'know, more than just making some new grappling hook for someone who won't appreciate it. I… I've got a responsibility to do more."

"Peter, we can totally do that," Ned said insistently. "Once we get into the Support class, who knows what we'll make. We could probably come up with Support Items that can stop crime in seconds." Ned smiled. "And imagine what we can make when we actually graduate!"

Peter mulled on this for a few moments longer. With another sigh, he put his glasses back on.

"Okay," said Peter. "You're right. It wasn't going to work out."

Ned leaned back with a sigh of relief.

"Oh thank God," he said. "I thought you were going insane again." Ned gave Peter a goofy grin before holding his hand out to him. "Science Bros?"

Peter gave an attempt at a smile and nodded.

"Science Bros."

The two of them were halfway through their special handshake when the classroom door was suddenly slammed open. Flash Thompson stomped into the room, his nostrils flared and his mouth set in a hateful scowl. Two of his followers were close behind him, but Peter barely took notice. His focus was swiftly going into tunnel vision on Flash.

"You think you're real funny, don't you, Parker?!" demanded Flash. Peter, having enough experience to know where this was going, quickly whipped off his glasses and handed them to Ned. The world became a hazy mass of blurred colors, but it was better than another broken pair of glasses.

"I-I don't know what you're talking about," Peter said to the blob that looked like Flash.

"The hell you don't!" Flash snapped before grabbing Peter by his shirt collar and roughly pulling him out of his chair. "Where do you get off trying to go to SLA?! You Quirkless piece of shit!"

Peter felt as if there were firecrackers going off in his stomach. He was going to be sick.

"C-c'mon Eugene," Peter said meekly. "It's no big deal, really. I'm not actually trying out for the Hero course. I'm gonna do Support."

"Don't call me that!" snapped Flash, giving Peter a hard shake. "You still don't get it, Parker! I don't want you going to SLA _at all!_ " With a mighty shove, Flash sent Peter stumbling against the wall. "That goes for you too, Lard Boy! I don't want to see either of you try out for SLA!"

"C'mon Flash…" said one of the followers. "Don't you think this is a little-?"

"You shut up!" yelled Flash, making the other boy cower away from him. Peter couldn't be certain, but it looked like Flash had turned back to face him. "You and Lard Boy are useless wastes of space! That's all you'll ever be! _I_ _'m_ the only one in this shithole of a school who deserves to go to SLA! You got that?! SLA is for the best heroes in the world, not Quirkless nobodies and fat useless pigs!" Flash grabbed Peter's collar in one hand and lifted him straight up into the air. Peter's legs kicked pitifully, desperate to be connected with the ground. "You understanding that, Parker?"

Peter didn't answer. His body was too busy shaking in fear to put together any words.

The next moment, Peter was dropped unceremoniously to the floor while Flash suddenly swung his arm to the side. Peter clearly heard the sound of shattering wood and screeching metal. Flash must have destroyed one of the desks.

"Consider that an example," said Flash, the sneer evident in his voice. "Stay in the gutter where you belong." With that, Flash left with his followers trailing behind him.

The classroom was still and silent before another hazy blob came close to better and extended something toward him. It took a few tries, but Peter managed to take his glasses back from Ned. When the world was back in focus, Peter shot Ned a look. His chubby friend looked a little saddened, but he gave Peter a smile all the same.

"That didn't go so bad," Ned said, helping Peter to his feet. "Definitely could have gone worse."

Peter didn't say anything as they left the classroom side by side and made their way out. By the time they had reached the front doors of the school, Peter stopped feeling like he was going to throw up at any second. He glanced at Ned.

"So…" started Peter, hoping his voice didn't sound as trembling as he felt, "you wanna come over? I think there's some new anime we can try out. We can see if any are worth watching? Then maybe we can do some tinkering?"

"Sorry, dude," Ned said with a shrug. "I have cram school today. Remember?"

"Oh… right… Sorry, I forgot." Even though it was just the two of them, Peter still found himself feeling self-conscious. Ned had started going to a nearby cram school to study for the SLA Support entrance exam. The program was highly recommended, but also incredibly expensive. Too expensive for Peter to take part in.

"Hey man, don't worry," Ned said jovially, swatting Peter on the shoulder. "We'll meet up this weekend and you can look over my notes, okay?"

"Okay," Peter said with a nod. "I'll just do some tinkering on my own." That thought cascaded through Peter's mind, suddenly reminding him of something. "Oh man!" he said, slapping his forehead. "I didn't go to Chemistry! I couldn't get the hexamethylenediamine."

Ned suddenly laughed before swinging his backpack off his shoulders.

"Oh yeah, no worries, Pete," he said, digging into one of the pockets. A moment later, he pulled out a glass beaker covered by plastic wrap and containing a viscous clear liquid. "Swiped this while the teacher had her back turned."

"Oh, thank you Ned," Peter said with a smile, taking the beaker from him and placing it in his own backpack next to another beaker that was similarly covered. "Want me to wait for you or can I try mixing it up tonight?" Ned waved him off.

"Don't wait up. Send me a text to tell me how it goes."

"Okay."

The two of them started their handshake. Six movements that many would see no importance in. But not these two. To Peter and Ned, each movement was a representation, a memento of the Avengers, the greatest heroes that ever lived.

Their handshake was both an homage to their idol, Iron Man, and a memorial to his fallen comrades.

After their handshake was concluded, the two of them parted ways, with Ned heading downtown to where cram school was held while Peter was left to walk the five blocks to the train station that would take him home. Peter idly kicked at sidewalk trash as he walked, lost in thought. He had indeed heeded Ned's words. He knew how insane of a notion it was. But nothing had changed for him.

More than anything in the world, Peter Parker wanted to be a Hero.

**Notes for the Chapter:**

> I'm so happy to post a chapter of my new favorite story here on AO3. I hope you guys like it. Let me know what you all think. I need reviews to live!
> 
> My Hero Academia and Marvel are properties of their respective owners. This story is based off the artwork of DuckLordEthan on Deviantart, who you should totally check out.
> 
> See you all next time!


	2. Don't Meet Your Heroes

**Empire City**

On the streets of Empire City, cars blasted their horns at each other as the various drivers battled for dominance. The sidewalks were filled with hundreds of pedestrians going about their business as street merchants and food cart owners hawked their wares to the indifferent crowds. Up above, trains roared across their elevated tracks, carrying commuters to and from their places of occupation. It was a completely average day in the city.

Until the front of a bodega exploded outward.

Metal bits and shards of glass went flying in every direction. Pedestrians screamed and dove for cover. One man covered himself in stone armor while another woman erected a forcefield around herself and her daughter. A boy with a lizard tail turned invisible as he ran down a nearby alleyway. Everyone's eyes were focused on the damaged bodega.

Suddenly, a bizarre sight waddled out. The man responsible for the damage was almost seven feet tall and was the fattest man the bystanders had ever seen in their lives. The man had at least four chins, no neck, and a waistline that was wider than some men were tall. Even his arms had the appearance of parade floats before ending in awkwardly tiny hands. He was wearing a bodysuit of lavender with pink accents and black pant-boots. A gym bag's strap was struggling to wrap around him while crumpled bills were spilling out of the bag.

"Somebody stop him!" the bodega owner yelled from inside. The villain just laughed.

"BA-HA-HA-HA-HA! No chance of that!" said the villain in a deep voice. "Nothing can stop CRITICAL MASS!"

With another howl of laughter, the villain lifted his hand and fired a beam of energy from his fist. The beam sliced through the air before colliding with a parked car. The car immediately exploded into the air and landed upside down in the middle of the street.

"MY CAR!" screamed a young man a few doors down from the bodega. That just made the villain laugh harder. When he had finished amusing himself, Critical Mass pointed his fists at the sidewalk and fired his lasers into the pavement. To the shock of everyone, the enormous man slowly rose into the air and awkwardly flew down the street, laughing like a maniac as he used his hands like jet engines. In moments, he was around the corner and out of sight.

Among the bystanders was a man blinking in bewilderment at what he had just seen. He wore a baggy sweatshirt advertising a band that had broken up over three decades ago, jeans with a frayed knee, a faded baseball cap, and a pair of silver-framed sunglasses. He had an anchor beard and mustache that were well on their way to turning completely gray. A plastic bag of Mexican takeout dangled limply from his fist. The man blinked a few more times before he tapped the frame of his glasses. Immediately, a number of holographic displays were projected onto the lenses.

"FRIDAY, did I just see what I think I just saw?"

" _Do you think you just saw a sumo wrestler firing laser blasts and then flying away from the scene of a robbery?_ " asked a female Scottish voice in his ear piece. " _If so, then yes, that is correct, boss._ "

The man's shoulders slumped as he sighed, but he turned around and started stalking toward an alleyway.

"Is it too much to ask to get some decent tacos in this town?" he muttered to himself. He passed by a homeless man holding a cardboard sign and pushed the bag of takeout into the guy's hands. "Enjoy," he said before jogging down the alley.

" _I am obligated to tell you that you need to pace yourself, boss_. _You already did a lot of activity earlier in the day_."

"Just keep the display up and don't nag me about it. Where's the suit?"

" _I started sending it over the moment the shop exploded,"_ answered FRIDAY, sounding proud of herself.

"Good, he said."

The man took off his glasses and placed them into his pocket before lifting his sweatshirt and pressing a switch attached to his belt. Suddenly the sweatshirt shrunk and clung to him as if were vacuum sealed. No sooner did he do that that he heard a small engine streaking toward him. The man calmly turned around and held up a hand. The metal object flying down toward him opened at the last second and clamped around his forearm. The device whirred and clicked as armor plates extended over his elbow and up to his bicep before settling into place.

More metal objects of various sizes flew down from the sky and each of them latched onto a part of his body before extending and connecting with their fellows. Piece by piece, limb by limb, they connected to form an advanced suit of armor. The chest, forearms, and shins were all dark red while the rest was bright silver. A final piece, a gold-titanium mask, was the last to arrive. He plucked it out of the air and affixed it to his face where it snapped into the rest of the helmet. Immediately, the heads-up display activated, showing him that all systems were green across the board.

"Time to go to work."

With a grim smile on his face, the Invincible Iron Man took off into the air.

* * *

**The Burbs**

Peter blinked in stupefied silence as he stepped off the bus. His jaw hung open. A trembling hand rose to point at what he was seeing. His lips tried to move, but only strangled mumbles came out.

"Wha…whuh?"

One of the nearby police officers charged with keeping people away from the police tape looked at him and a flash of sympathy went through his expression before it settled back to neutrality.

"Sorry, kid," he said, looking back to the disaster area Peter was staring at. "It got trashed in a fight between Goliath and some new villain. Repair crews are on the way, but it will be closed for at least a week."

Peter didn't answer as he stared at the crushed concrete and twisted metal that had once been his train station. It looked like some giant had accidentally sat on it and he could see a few cast-off train cars that had the clear indents of a truly massive pair of feet. Hero fights of this scale usually kept to more hectic places like Empire City or Velanden instead of the Burbs. Peter was supposed to take this train about five miles and then walk to his house, but now…

Peter sighed and turned away from the destroyed station to begin trudging down the sidewalk. The way home would now involve a bit more walking, but maybe the trains would still be running at the next station. Peter pulled his flip phone out of his pocket and dialed Home, but only got the answering machine.

"Hey Aunt May," he said, trying to smile as he talked. Aunt May was good at guessing his moods over the phone. "Just wanted to let you know that my train station got kinda… destroyed today. I'm walking down to the next station, so I'll be home a little late. I'll see you later. Love you. Bye."

He hung up and placed the phone back in his pocket, continuing with his long walk down the cracked sidewalk. The commuters of the Burbs zipped along the road, hoping to reach their destinations before rush hour was upon them. He followed the above-ground train tracks, passing pizza parlors, pharmacies, and pawn shops. He walked by his favorite sandwich deli, the yoga studio that Aunt May attended on weekends, and that Vietnamese place that gave Uncle Ben food poisoning that one time.

On the horizon, he could see the towering skyscrapers of Empire City. Stark Tower was chief among them, the sunlight somehow managing to glitter just a bit more off of it than the others. Even if Stark Tower wasn't the tallest building in Empire City, it still knew how to draw attention to itself.

As he turned his eyes from Stark Tower, he saw a television in an electronics store showing video footage of a very familiar armored figure. Peter smiled as she sidled over to listen to the exploits of his favorite hero, but he winced when he saw that the footage was coming from Daily Bugle Communications.

 _This isn't gonna be pretty,_ he thought to himself. The DBC had had it out for Iron Man for years.

"… _and even though our brave police officers are pleased to report that the perpetrator is now in custody_ _,_ _"_ said the news anchor, a very angry looking man with a toothbrush mustache, " _the damage done by Iron Man must not be ignored! The 'Last Avenger', as people call him, takes his sizable ego right from the boardroom to our very streets, acting with no regard for collateral damage. As we see in the footage, he even picks up a car sitting on the side of the road for the sole purpose of smashing it onto the villain! What has our city come to?!"_

Behind him, a screen was showing footage of a muscular villain with a Quirk that made him look like some kind of were-boar. The villain was currently tearing apart the scrapped remains of what had once been a car. Strafing through the air above him was Iron Man, firing off repulsor blats that didn't seem to do much to the raging villain. Then Iron Man boosted forward and landed directly in front of the villain, cracking the asphalt beneath him and extending his hand toward the villain's face. A puff of dark gas blasted from Iron Man's hand before he engaged his thrusters again, skidding back a few feet to get some distance. The villain sneezed before bellowing angrily in annoyance and stomping toward the hero. He had gone only a few steps before he suddenly seized up, his limbs jerking slightly, and then fell face-first onto the street. He was down, but clearly breathing.

" _Ladies and gentlemen, we must accept the fact that Iron Man has not been the same since the unfortunate passings of his teammates. He has grown egotistical, irreverent, and he thinks he can destroy both city and personal property willy-nilly just because he can confidently tell everyone 'Send me the bill'. Tony Stark, if you're even bothering to watch our broadcast, you will one day find a situation where your cold, hard cash will not be enough to keep you out of trouble."_ The man paused before he suddenly pointed an angry finger at the camera. _"And another thing, Mister Stark! My Stark-brand toaster burns my waffles every morning without fail AND I HOLD YOU PERSONALLY RESPONSIBLE!"_

At this point, Peter had stopped listening to the broadcast and continued on his way. His mind returned to the gas Iron Man had used.

_Is that some kind of tranquilizer gas? No, that didn't explain the twitching. Like he had been electrocuted? Oh, that must be it! It must have been a bunch of some sort of taser devices, small enough to be administered as a spray. Iron Man had enough nanobots on hand to use them as a spray? That's incredible! It must be easy to deliver the shock to exactly the place you want it to go. Power would be a bit of a problem, but maybe he was using something like super-miniaturized arc reactors? How long does it take to make a single nanodevice? If I had something like that, I could-_

Peter's thoughts ground to a halt as he remembered the conversation he had with Ned. He gave a sigh before turning from the television and continuing his walk.

There had to be something he could do. He could help so many people if he was a hero. He just had to come up with something that would help him get into the hero course.

 _I think I still have that blueprint Ned and I made of an electrified glove,_ Peter thought. _Maybe I could make something like that? At least while I'm trying to get Dad's formula to work._

Following the train tracks above led Peter to a T-intersection at the end of the street. Taking the long way around would add almost ten minutes of walking, so Peter opted to walk through the alley between the pizzeria and the nail salon. It was mostly used for employee parking and dumpster pickup, but there was a narrow exit out the other side that would let him keep following the tracks.

He had made it a few steps into the alley before he heard a dull _boom_. He stopped and looked around, wondering what had caused it. Suddenly, a massive shape smashed straight down onto one of the parked cars with an almighty CRASH! Peter jumped in surprise and turned to see the most enormous man he had ever seen starting to move around again.

"God damn stupid metal asshole!" the fat man said as he attempted to roll himself off the destroyed car. The man's reddened and angry face locked on Peter and the man almost snarled. Peter barely had the presence of mind to stumble back a few steps. The fat man had just managed to push himself off of the car when a second object fell from the sky, slamming down so hard that the asphalt cracked beneath him.

Peter's mouth dropped open as Iron Man stood up from his crouched landing position, his glowing eyes focused squarely on the visibly shaken villain.

"Now you're just starting to make me mad, buddy," said Iron Man, his hands flexing into fists. "And that's after I saw you using _my_ flight technique. Does the word "copyright" mean anything to you?"

"Fuck off, you smug bastard!" said the fat man. "It's people like you that keep the rest of us from hitting up Easy Street."

"Looks more to me like you've been hitting up the buffet line."

"I am CRITICAL MASS!" roared the man. "And I'm gonna be the one that shuts you down for good, Tin Man! I'm gonna-!"

"Heard it before," interrupted Iron Man before turning his palms toward Critical Mass, unleashing two repulsor blasts. The energy beams connected with the fat man's torso, throwing him back against the car before he flopped bonelessly to the ground. "Can't believe you took so long," Iron Man muttered with a shake of his head. "Hey FRIDAY, is the old Hulk Cage still working?" He paused. "Well, just brush off the mothballs and mouse droppings, I need it. No, it only needs to transport this big pink dumbass back to Empire City." Another pause. "Okay, just get it here as soon as you can." The hero put his hands on his hips and let out a tired groan. "Well," he said, "I'll be here, then." Iron Man extended his hand toward the thoroughly destroyed car and a small device popped out from below his wrist. With a light _chuff_ , it spat out a disk that stuck to the hood of the car and began to glow. Blue holographic letters appeared over the device to spell out 'SEND THE BILL TO TONY STARK'.

It was at this point that Peter managed to regain full awareness of what was going on and who was standing in front of him.

"You're Iron Man!" Peter cried out, a disbelieving smile on his face. Iron Man turned his head and seemed to take notice of Peter for the first time.

"And the good news just keeps coming…" he said quietly.

"Ohmygodit'sreallyyou!" Peter gushed, his hands starting to shake. "The number one Hero in America! Right here! In the flesh! You're so much cooler in person!"

"I get that a lot," answered Iron Man. "And, kid, before you get started: no, I will not introduce you to other Heroes; yes, I still run my company while being a Hero; and no, I will not supercharge your WiFi. I just want to make sure all that is clear."

"Okay!" said Peter, not even bothering to be confused by what Iron Man just said. "Oh man, this is so cool! I've been wanting to meet you my whole life. Well, I-I mean I met you once already, but I was really young and you were working so I didn't get a chance to talk much. Wow, I have so many questions I wanna ask you! I'm Peter Parker, by the way. But oh my gosh, you are my absolute favorite Hero and I love all of your suits and gadgets and the fact that you make them all yourself and-!"

"Okay, kid, you're gonna need to slow down if you want me to understand what you're saying," said Iron Man, turning his gaze to the sky above. A moment later, his head snapped back to Peter, like he was surprised. "Wait… _I'm_ your favorite Hero?"

"O-of course!" said Peter. _How could that even be a question?_

For a moment, the only sound in the alley was passing cars and the snores of the unconscious Critical Mass.

"Hm," muttered Iron Man. "Finally. Someone with taste. Been a while since I've met one of those." He was still talking to himself, almost like he had forgotten Peter was there. "You would think my popularity numbers would higher considering that I still pull in the most bad guys, but people... There's no telling those idiots that. Instead…." Iron Man finally looked back at Peter before glancing over his shoulder at the sky again. "Tell you what, kid," he said, giving his attention back to Peter. "There's an advanced cage flying in to take this guy to lockup. I'll give you until then to ask any questions you have. Go."

"Oh! Really?! Um… okay…" said Peter, wracking his brain for anything he could ask. He frantically scratched his head for a moment before he finally thought of something. "Um, so, how do you come up with new armors?"

"That's an easy one. I imagine new situations," Iron Man said, leaning back against the destroyed car. "Every suit I make gets the same basic suite of weapons and tools, but I specialize any suit that isn't a straight upgrade. I think of scenarios and put in the best tools to handle it."

"Like that earthquake in Idaho two years ago," Peter said with a smile on his face. "You used that suit specifically designed for natural disasters, with the rubble scoops and bracing bars. That was the Model Thirty-Five, right?"

He cocked his head to side. "That's right, kid," said Iron Man. "Next question?"

"Um…" said Peter. There had been one thing that he had wondered about Iron Man over the last few years. "Why haven't you made any public appearances in years? I mean, outside your suit. Like at Stark Industries events?"

Iron Man crossed his arms and stared silently at Peter, making the boy start to feel awkward. After a long pause, Iron Man spoke.

"I don't want people to know that I'm going bald."

"Really?" asked Peter.

" _No_. Next?"

"Um…" Peter trailed off, looking at the ground and scuffing his tow against a spare piece of litter. There was one question he was desperate to ask, especially after the day he had had. More than anything, Peter wanted to be a Hero, to save as many people as possible and make the world a better place. He had no powers other than his mind, though. But Iron Man was a Hero who made advanced combat armor with his own two hands. Surely he might understand, right?

"Um…" Peter said again. "I… I just want to know… if…"

"Tick tock, kid. You're running low on time," said Iron Man, tapping a finger against his armored bicep.

"Iron Man, do… do you…" Peter said, struggling to get his words through the sudden dryness in his throat. "Do you think that… that someone can become a Hero even if they don't have a Quirk?"There was silence meeting that question. Peter stared down at the asphalt, scared to look up at Iron Man. Something about the man had changed. He seemed to go stiff.

"By 'someone'", Iron Man droned, "can I assume you're talking about yourself?"

Peter gave a jerky nod.

"I don't have a Quirk," he said, "but I'm smart. I can build things. I ace every science course I take and my friend Ned and I make new devices whenever we get the chance. He wants us both to go to the SLA Support course, but… but I really think I can do much better as a hero. Do… do you think someone like me could be a hero?"

"Depends," said Iron Man. " Can you program combat bots to help you in battle?"

"Um… no."

"Can you hack a cell phone to make it tase the poor fool who answers it?"

"No, I can't."

"Can you make weapons powerful enough to stop a bank robber in their tracks?"

"Well…," said Peter, feeling his spirits start to sink, "I can build computers out of stuff you find in dumpsters. And I'm working on this adhesive tool my dad started."

"Cute," Iron Man said, making the word sound like a scoff. "Do you at least know some martial arts? A bit of karate? Maybe a judo throw?"

"I, um… my friend and I watch a lot of Bruce Lee movies," said Peter, cringing a bit.

"Yeah, that's about what I thought." Iron Man let out a heavy groan before refocusing on the boy. Peter could practically feel the glare through Iron Man's helmet. "Let me guess, you were one of those kids who was taking apart the family toaster before you were even in elementary school. And you've been tinkering ever since and wondering when your science classes are going to start getting difficult. How am I doing so far?"

Peter, making an attempt to tunnel his head into his shoulders, nodded.

"You think that's all it takes?" said Iron Man. "You think you can be a hero just using stuff you make from cannibalized kitchen appliances?" Iron Man stood up straight and took two clanking steps closer to Peter. Suddenly, he seemed impossibly large to the boy. "I've seen geeks like you before, thinking they can be a hero with nothing but a screwdriver and some pluck. But listen, kid, being a Hero is a serious business, kid. When you're on the job, you're gonna run into some of the scariest bastards on the planet, the kind that make hardened heroes shit their pants with just a look. If you mess up on the job, you die. If you mess up worse, someone else dies." He now loomed over Peter, his blue gaze seeming to pierce right into the boy's soul. "I've seen things, kid. Things I can never forget. You want to be hero? You want to feel the weight of the world on your shoulders every hour of the day? You want to spend every night seeing the faces of every single person you weren't able to save? That's what being a hero means, kid. You think you can handle that?" His glowing eyes were inches away. "Because what I'm seeing now doesn't have what it takes."

Peter swallowed and took a step away as the words sunk in. He opened his mouth to respond, but choked on the words.

"I…" he said, his voice sounding strangled. "I just… want to be like you."

Iron Man took a step back at that. He actually seemed shocked at hearing Peter's words.

"Well," Iron Man said after a long pause, "that's where you made a mistake, kid. Also, time's up."

Just then, Peter heard what sounded like a small jet. Looking up, he saw a large metal pyramid flying through the air toward them with thrusters at each of its four corners. When it came close enough, it spun in the air so an open bottom was facing the ground before it slowly lowered itself toward the ground. It looked like it could easily swallow two cars, so it clamped down on top of the still-unconscious Critical Mass without a problem. After some metallic whirring and clanking, it rose into the air again, now sporting a solid metal bottom.

"And that concludes our talk," said Iron Man, activating his thrusters and rising into the air.

"But... Iron Man!" Peter called desperately. He could feel tears trickling down his face

"Look, kid," Iron Man said softly, "This isn't the type of world you're made for. Focus on getting into the Support course. Just- grrh!" Iron Man let out a grunt and held his chest. "Just… leave the heroing to the Heroes, okay?" he finished through gritted teeth before turning away from Peter and flying into the sky.

Peter stood there in silence, the sight of his idol flying away blurred out by the tears in his eyes.

* * *

Tony Stark only managed to fly a few blocks before he made a rough stumble of a landing on the roof an office building. A specific twitch of his fingers caused his suit to open and he fell forward out of his suit onto his hands and knees. He gasped in pain as he held his chest, his heartbeat hammering in his ears as his limbs trembled uncontrollably. After a few tense moments, the pain lessened and his body stilled. He was able to breathe easier. With a grunt of effort, he pushed himself to his feet and reached into his pocket, pulling out the sunglasses.

"How am I doing, FRIDAY?" he asked as soon as he put them on.

" _You're done for the day, Boss_ " responded the AI in a tone that wouldn't allow for any argument. " _Any more activity_ _and you risk your heart giving out. I'll send a car for you and recall the suit later._ "

"Sounds like a plan," Tony grunted. "Have the car find my location. I'm gonna walk some of the way. Make sure I'm working okay." The roof access door opened without much issue and Tony descended the staircase.

" _Y'know,"_ said FRIDAY, her tone scathing, " _sometimes I forget what a right bastard you can be, Boss_ _._ _But then you're always so kind to give me a reminder._ "

Tony took off the glasses and stowed them in his pocket without another word and continued down the stairs. _It was for the best_ _,_ he tried to tell himself. _That kid was too naïve for this life. Why else would I be his favorite hero?_

**Notes for the Chapter:**

> And that's a wrap! I hope you guys enjoyed the second chapter of Excelsior. As you can probably see, this version of Iron Man is a bit of a hot mess. I'm being clever, I promise.
> 
> I hope to have the next chapter finished sometime soon.
> 
> For clarification's sake, I'm gonna list out the boroughs we'll be talking about in this story.
> 
> Empire City = Manhattan
> 
> The Burbs = Queens
> 
> Velanden = Brooklyn
> 
> Mainland = The Bronx
> 
> The Isle = Staten Island


	3. Having What It Takes

It was the whistling of the wind and the whine of the engines that dragged Critical Mass back to consciousness. The sounds started out muted, almost as if he were listening to them through earmuffs, but they gradually became sharper and louder. He could feel metallic vibrations coursing through his limbs worsen his seasickness, headache and the pain in his ribs. Vision was the last to come as he made the effort of opening his eyes. Images blurred together for a moment before focusing. Critical Mass took in his surroundings. He seemed to be in some sort of steel pyramid and it sounded like he was being taken somewhere.

The last memories of his fight with Iron Man came to the forefront of his mind and he grit his teeth in fury.

"That bastard!" he yelled, slamming a fist against one of the walls of his prison. "How dare he try to arrest me! Nothing can stop me!" Energy gathered in his hands as he pointed his arms toward the top of the pyramid. "Nothing can contain CRITICAL MASS!" he roared as he fired.

The cage he was currently sitting in had been designed to contain the Incredible Hulk. In its days of use it could stand up to his incalculable strength and rage, at least for long enough to move him to a less densely populated area. However, this cage had been built fifteen years ago and hadn't been used in ten. Its metal walls were fatigued, its engines weren't adjusted, and its power core had been in need of a tune-up for almost a decade.

When Critical Mass' energy blast struck the peak of the pyramid, where the armor was closest to the power core, it started a chain reaction that caused energy to surge through the circuits and blow out two of the cage's engines. The next thing Critical Mass knew, he and the cage were falling. Weightlessness had a hold on his considerable person for a scant few seconds before his cage crashed down to Earth, slamming him down to the metal bottom. Outside his prison, people screamed, alarms went wild, and cars crashed into each other in an attempt to avoid his sudden arrival.

The metal walls buckled and cracked, letting Critical Mass see the world outside. He began to raise his hands to blast his way out, but his left arm screamed in agony as he tried to move it. The arm seemed dislocated. He hissed in pain, but turned his attention to getting out. He would deal with that later. Right now, escape was more important.

A few good blasts were enough to open a hole large enough for him to climb out and he was once again out in the sunshine. While some bystanders were taking this opportunity to head for the hills, a few others were just standing there and staring like idiots.

Critical Mass stood up to his full height and that seemed to be enough to make a number of people run. When he looked over his shoulder, however, he saw a group of three teenagers staring at him from outside a burger restaurant. One of them was a muscle-bound boy with blond hair who was glaring at him. Little twerp. Another of the boys was, unbelievably, still holding and eating his hamburger. He seemed like a few textbooks short of a lesson plan.

Critical Mass grinned. He'd do.

With all of the speed he could muster, Critical Mass lunged at the snacking kid, eager to make him a hostage to keep the pros off his back. Things changed before he had the chance, however.

"Move, idiot!" yelled the blond boy as he shoved the hungry kid out of Critical Mass' path. Instead of grabbing the first kid by the collar, his hand instead latched onto the blond boy's arm. The two of them stared at each other before Critical Mass mentally shrugged. Beggars couldn't be choosers, after all.

* * *

Peter walked down the sidewalk with stumbling steps, the sounds of city washing over him without him even noticing. He idly kicked a broken piece of asphalt and it clattered across the sidewalk.

He felt numb. He didn't know what to do. For so long, Peter had held onto a glimmer of hope that – despite everything – he could be a hero. That he could save lives. That he could be a person to make Uncle Ben proud. Over time, that glimmer had desperately tried to shine. Even as everyone around him doubted his dream or made fun of him, that light had endured.

But now…

_What I'm looking at doesn't have what it takes._

Peter hunched his shoulders and, as Iron Man's words continued to echo in his head, he knew. He knew that light was as good as gone. Iron Man, Peter's idol since childhood, could see the truth that Peter had been hiding from for his entire life.

There was no way he could be a hero.

An explosion jolted him from his thoughts. Looking up in alarm, Peter saw smoke billowing up into the sky not too far from where he was.

"It must be another villain attack," said Peter. A part of him wanted to see what was going on and watch the heroes in action, but his body didn't move to follow that impulse. "What's the point?" he said quietly. Watching heroes work and dreaming he could be one of them was just a waste of time.

Peter just shoved his hands into his pockets and kept walking. He tried to put the nearby villain attack out of his mind, but the explosions were increasing in frequency as well as volume. It seemed like, without intending to, he was getting closer to the site of the attack.

As he reached the corner, he suddenly found himself on the same street as the villain attack. He could see a crowd of people further down the street as well as a few overturned and burning cars. Two police cruisers sat near the crowd of onlookers, their lights still flashing even though the officers were no longer there. Beyond that, Peter saw that May's favorite burger restaurant had gotten its front destroyed.

 _What could do something like that_?

From where he stood on the corner, he couldn't see what heroes were involved or who the villain was. He could feel himself start to walk toward the crowd, but even as he wondered why he even bothered. The dream was meaningless now. Still, it would be good to at least get an idea of what was going on. As Peter came closer to the crowd, he heard some of the bystanders talking amongst each other.

"What's going on? Why aren't the heroes doing anything?"

"I heard he has a hostage. Some kid who got in the way."

"He's throwing around energy blasts too. Nobody can get close to him."

"Wait… is he _sitting_ on him?!"

Peter managed to make it to the edge of the crowd and stretched himself upward, trying to get a look at the scene. His eyes widened in surprise when he finally saw the villain responsible for the attack. Critical Mass' pink-and-purple suit was just as memorable as his waistline.

_It's that villain that Iron Man was chasing! How did he escape that cage?!_

Peter shifted his stance again, finally getting a clear view of the situation. Critical Mass was in the center of the road. Pro Heroes had him penned in from the south and north side, but none of them were making moves to stop him. The villain was shouting at the heroes, waving his arm from side to side and ordering them to stay back. He was also sitting on the legs of a teenage boy who looked very desperate to escape but was unable to do so.

Peter felt his heart stop when he finally got a good look at Critical Mass' hostage.

"Eugene…" he gasped.

_He has Eugene! He's gonna get hurt! The heroes need to do something! Why aren't the heroes doing anything?! Somebody please do SOMETHING!_

Peter's thoughts ground to a halt as an idea came to him. All thoughts of Iron Man's words and his classmates' insults were driven from his mind. Right now, all that mattered was that Eugene was in danger.

And Peter knew how he could save him.

* * *

Tony had been two blocks away when he heard the explosions. Without another thought, he had run to get to the scene. When he caught sight of the villain that he had sent toward lockup mere minutes ago, he swore like an angry sailor. He pulled out his sunglasses when he was finished being angry at the world and put them on, activating the display on the lenses.

"FRIDAY, send me the suit. The Stay Puft Marshmallow Man got loose from his cage and he's sitting on a hostage. I need to take this guy down."

" _No_."

Tony blinked, taken aback.

"No?"

" _I'm not sending you a suit, Tony. You've done too much today and you're going to hurt yourself if you keep pushing. Let the other pros handle this."_

Tony attempted to glare at his sunglass lenses, as if he could intimidate FRIDAY through them.

"Now you listen to me, you jumped-up antivirus," snapped Tony. "This guy has a hostage and none of these wannabe heroes are doing a damn thing about it! _I'm_ the only capable person here, so this is on me. That boy is gonna get hurt if I don't help right now."

" _I won't do it,_ " she said. " _I won't let you risk killing yourself like this."_

Tony was about to completely lose his temper at the AI when something in his peripheral's caught his attention.

"No," he said to himself. "No way."

It was the kid from earlier, trying to get a clear look at what was going on. Suddenly, a change came over the kid's expression and he slung his backpack off and took a knee. Tony's eyebrows climbed toward his hairline as the kid pulled first one and then two beakers from his backpack, both filled with liquid and covered with plastic wrap. The kid removed the covers and started mixing the beakers together with practiced efficiency. He stopped when the solution turned white and foamed up to fill one of the beakers.

Then the kid did something that almost turned Tony's hair white.

He ran through the crowd and charged at the villain.

One of the pro heroes turned the mallet on his arm back into a hand and made a grab at the kid. The boy twisted away. The pro shouted at him. The kid kept running. Critical Mass turned his head to the disturbance. Tony's mouth went dry.

As the seconds ticked by, the world seemed to move in slow motion. Critical Mass' arm started to point in the direction of the kid, ready to wipe him off the face of the Earth. The kid's face was drawn with determination as he ran toward his death. The kid cocked back his arm the beaker in hand. Both the pro and hostage shouted at him.

Tony tried to run toward the kid. He needed to do something. He was the only one who could. The crowd resisted his efforts and he was pushed away. He couldn't get through. No suit. No help. Just this frail, broken body.

 _Take away the suit, and what are you?_ asked a voice from the past.

 _Nothing_ , his mind answered.

The words echoed in his mind as the scene played out before him. This kid was about to throw his life away after his dreams were shattered, courtesy of Tony Stark. And the man himself could do nothing but watch like a bystander, useless without a suit to help him.

Then the kid got within spitting distance of the villain and snapped his arm forward, letting the beaker fly. It flipped end over end as it arced through the air before it impacted the side of the villain's face. The sharp sound of cheap science lab glass shattering into pieces seemed to snap Tony's world back into focus.

Critical Mass yelled in surprise as a foamy white substance splattered across the left side of his face, covering one of his eyes. The fat man lifted a hand to wipe the stuff away, but Tony was surprised when his hand stuck fast to his face. Critical Mass began to struggle against it, yelling in frustration as he seemed unable to get his hand free. His increasingly forceful attempts to get himself free threw him off balance and he rolled over onto his side, still fighting against the foam. When he had finally rolled over, the kid darted in again and grabbed the arms of the villain's hostage.

"What the fuck are you doing, Parker?!" the other boy demanded as he tried to pull himself free. One of his legs was still under Critical Mass' bulk and the two boys strained against it.

"I had to help, Eugene!" said the kid as he pulled harder on the other boy's arms.

There was a tearing sound as Critical Mass finally succeeded in removing his hand from his face and his attention immediately snapped to the kid. His hand once again raised toward the kid. Blood dripped from a few shards of glass embedded in his palm. The villain had murder in his eyes as he looked at the kid.

And Tony couldn't do a damn thing to help.

Before anything could happen, though, another shape zoomed toward the sprawled villain. A loud CLONG rang against the buildings before Critical Mass crossed his eyes and passed out. The mallet-handed hero stood over him, letting out several deep breaths.

The whole street seemed to let out a big sigh of relief before the pros finally swung into action. In short order, the hostage was freed, Critical Mass was restrained, and some of the pro heroes began laying into the kid – Peter – for doing something so stupid. Tony swore he could feel the heat of their words all the way from where he stood.

He stayed where he stood, watching the scene get all wrapped up. Police vehicles came to drag away Critical Mass and reporters arrived to make sure this exploit got a soundbite in the next news broadcast. Through it all, the pro heroes involved with the incident took their time to individually give some moral support to that Eugene kid and reprimand Peter for doing something so foolish. His expression didn't change, no matter what they said, and Tony could understand why.

These were not the harshest words the kid had heard that afternoon.

When the scene was finally cleaned up, the two students were sent on their way. Tony followed just enough to watch them go. They had barely walked to the end of the block before Eugene grabbed Peter by the collar and slammed him against the wall.

"Listen up, Parker," the larger boy snarled, pointing an accusatory finger at Peter's face. "You didn't save me. You didn't do _shit._ So as far as I'm concerned, I don't owe you a fucking thing. Got it?"

Peter said nothing but just gave a little nod. Eugene released him and stormed off down the road, leaving Peter slumped against the wall. It took a few long moments before Peter started walking again.

"Kids these days," Tony said with a shake of his head. As he turned away from the scene, his mind thinking back to what he had said and, more importantly, what he had just seen.

"Hey FRIDAY?"

" _I'm here, boss."_

"Have the car pick me up. Also…" He sighed and rubbed his forehead, hoping he wasn't going to regret this decision. "I want you to run a name for me."

* * *

_I'm gonna have a heck of a time explaining this to Aunt May._

Peter walked down the sidewalk of Metropolitan Avenue, coming close to finally being home. After all of the bizarre things that had happened to him over the course of the day, he honestly just wanted to curl up in bed and forget the rest of the world existed.

_At least I know the formula works. For a little, that is. Maybe I can make some tweaks to it, see if I can keep the bonds from breaking down so soon. Maybe I might try some trace amounts of potassium carbonate. That might help it dry and not be as… gooey. Man, that means I'll need to steal from the chemistry lab again._

"Hey! Hey, kid!"

The sound of someone calling him knocked Peter out of his thoughts and he turned to the street. A shiny black sedan was idling next to the curb and a man in sunglasses was sticking his head out the rear passenger-side window.

"Y-yes?" Peter asked, not sure what else to do.

The man took off his glasses and Peter got a proper look at his face. It was a face he had seen in textbooks, old videos, and especially the poster he had on his wall. But the face before him was older. It was gaunt, lean. Those dark eyes slightly sunk into almost bruised hollows. His skin looked washed out, almost greying. Against all odds, however, a spark of excitement seemed to light up in his eyes as he gave Peter a grin.

"Can I offer you a ride?" Tony Stark asked. Peter blinked for a moment before he shook his head.

"Sorry. My aunt told me not to accept rides from strangers."

"Hm. Smart advice, I guess," Stark said with a nod. "Do you think we can talk at least?"

"I'm not sure what we really have left to talk about," Peter said. Angry horns suddenly started blasting, originating from the three cars that were waiting right behind Stark's car. "Also, I think you're blocking the lane, Mr. Stark."

"This isn't about them, kid," Stark said, waving away those concerns. "And if anything, their suffering is your fault for not accepting the ride when I offered it."

Peter sighed and started walking again, wanting to get away from the cruel reminder of the day he had had. Then he almost had to laugh as Mr. Stark's car starting inching down the road, matching his pace exactly. The other cars on the street finally had enough and they all started passing him in the other lane with some parting honks of the horn.

"What was that stuff you used on Jumbotron back there?" Mr. Stark asked. "It had some pretty crazy sticking power. Who made it?"

"I did," said Peter. "Well, it's a formula left by my dad, but he never got it working. I think I might be close, though."

"So why did you run out there?"

"I… I just felt like I needed to help."

Peter had come to the crosswalk, but Mr. Stark's car swerved into the next road to block his way. That was when Mr. Stark got out of the car and stood before him. Peter met his eyes and desperately tried to control the roiling of nerves in his gut.

"You… you do know that you're really close to being the villain of some spy flick, right?"

"Don't think so. I don't have a cat." Mr. Stark cleared his throat and crossed his arms. "Try to think, kid. You chose to use your science project to fight the bad guy. What made you do that?"

Peter sighed and looked down at the concrete beneath his shoes.

"I-it's just something that my uncle told me. Before he died, I mean."

"Oh," Mr. Stark said softly. "I'm sorry." There were a few moments of awkward silence before he spoke again. "What did he tell you?"

Peter swallowed and opened his mouth, hoping his voice wouldn't break as he said this.

"With great power comes great responsibility," he said, meeting Mr. Stark's gaze again. "That's why I want to be a hero, Mr. Stark. That's why I want to get into SLA. I know that everything I've got up here," he said as he tapped at his temple, "will all be wasted if I don't use it to make the world a better place."

Mr. Stark was silent as he gave Peter a scrutinizing look. The man let out a breath and lifted his hand to massage his forehead.

"…Shit," he muttered. As he lowered his hand, he grinned. He took a step forward and clapped Peter on the shoulder. "You want a job, kid?"

"What?" Peter asked in surprise, staring up at Stark.

"I asked if you wanted a job," he said. "I'll admit that I've been thinking of getting a lab assistant for a while, and I think you might just fit the bill. But even more than that, I think I can probably help you." Mr. Stark released Peter's shoulder and crossed his arms again. "I meant what I said back in the alley. As you are now, you're not ready to be a hero. But we've got a good six months until the SLA entrance exams, so I think we have enough time to make you ready." Mr. Stark smiled at Peter and held a hand out to him. "What do you say, kid?"

Peter stared at Mr. Stark's hand, scarcely able to believe this was actually happening. A part of him was convinced that he was about to wake up and find out that all of this was a ridiculous dream. But he knew deep down that he was nowhere near capable of imagining something as crazy as this day had been.

Peter clasped Mr. Stark's hand with his own and shook.

"Absolutely, Mr. Stark," he said giving his hero a big stupid grin. "I-I-I'd be so honored."

"Cool," said Mr. Stark as he gave Peter another clap on the shoulder before letting go of his hand. "I'll have my driver pick you up outside Midtown Middle School on Friday. Expect a text from me. Text back if you have any questions before then." Mr. Stark then hopped into his car and slammed the door closed.

"Wait," said Peter, feeling very confused. "How do you know…"

"See you on Friday, kid. You're gonna love it."

With that, the car sped away and Peter was left standing on the curb alone. Staring after the car, Peter slowly grinned and laughed.

_I just got a job from Tony Stark. Wait until Ned hears about this!_

_Man, I am_ really _gonna have a heck of a time explaining this to Aunt May._


	4. The First Step to be a Hero

**Notes for the Chapter:**

> Hello everyone! Hope you're ready for another chapter of Excelsior! I had to go through a few drafts of this one, but I am SO happy with how it turned out!
> 
> As always, eternal thanks to my lovely beta annbe11. If anyone here is a fan of the Tiger's Curse series, has a fondness for paranormal romance with a hint of court intrigue, or likes crossovers with Disney, please check out her new story Rajah's Curse. It's a really fun story that desperately needs more readers.
> 
> Anyway, on with the show!

**Parker Household, The Burbs**

The dining room had become very quiet. Peter shifted uncomfortably in his spot at the table, pleading for the long silence to end while at the same time afraid of what would come next. At the other side of the table, past the two plates of cooled meatloaf, Aunt May was rubbing her temples with a sigh. The crow's feet around her eyes were usually crinkled with smiles and laughter, but now they just seemed to show just how truly tired she was.

"Okay…" she said almost like a groan. "Let me just run through this again so I can properly understand what has happened today. So, you left school."

"Yeah," said Peter, nodding.

"You almost got hit by a flying sumo wrestler."

"Yeah."

"Who was immediately stopped by Iron Man, your personal hero since kindergarten."

"Uh huh."

"You asked if you could be a hero and his response was a rather emphatic 'no'."

"Well… yeah."

"Then, not more than a few minutes later, the sumo wrestler was back and he was holding Eugene Thompson hostage. You could have let the pros do their jobs, but, like a crazy person, you instead decided to take the villain on yourself."

"But Aunt May, I had to-"

"Ahp-pahp-pahp!" she said, holding up her finger. "The adult is talking, sweetheart." The look in her eyes was not one to be taken lightly. "After you managed to stop the sumo wrestler, you again ran into Iron Man. Now, instead of trying to discourage you from trying to be a hero, he instead offered to train you so you can go to SLA, an offer that you immediately agreed to before even discussing it with me. Is that right?"

"Well… um...," Peter said slowly, scratching the back of his head. "I just… I guess I just got so excited that I… well, what else could I have done?" Aunt May continued to stare at him, clearly not overly pleased with his explanation. "He, um, he said was going to give me a job too. So… there's that, right?"

There was silence before she gave another sigh and ran her fingers through her hair. "Well, it's better than working at Burger Fool," she admitted. "I really wish you had thought to discuss this with me before you said 'yes'. Mostly, though, I'm just glad you're alright. I almost had a heart attack when I saw that footage of you running at that villain."

Peter winced a bit, both from regret at worrying her and the feelings left behind by the bone-cracking hug he had gotten the second he had walked in the front door. He could swear he felt some of his bones move.

"I'm really sorry, Aunt May. Again."

They lapsed into another silence, both of them lost in their own thoughts.

"Peter, I'm just… I'm just really worried about you. I know this is exciting, but this could also be really dangerous."

"Aunt May, I… I really want to do this," he said. "This might be my only chance to…" Peter stopped, feeling his throat choke up.

"To be a hero?" she asked.

_To be a person Uncle Ben would be proud of._

Peter nodded.

"I know I can do this," he said, trying to keep the hitch out of his voice. "I-I _want_ to do this. Because I know if I don't... I'll regret it for the rest of my life."

"Sweetie…" said Aunt May. She stood up and walked around the table before wrapping him in a hug. "I… I know, Peter. And… I know that if I try to stop you, then I'll probably regret it too."

Peter pulled back enough to look up at her.

"You mean…?"

"I want you to be safe, Peter," she said. "I want so badly for you to be safe. But more than that, I want you to be happy." She cupped his cheek with her hand. "Will this make you happy?"

Peter swallows and nods.

"More than anything," he said quietly.

"Well." After a moment, she offered a brave little smile, and somehow it seemed even brighter than the sun. "All right then. Tell me what I can do to help."

Peter seizes her in another hug, repeatedly telling himself not to cry. This all still felt so unreal. This morning, he had been the same nerdy Quirkless kid he had always been. Now, the one and only Iron Man was offering to teach him how to be a hero. How to finally fulfill his lifelong dream.

It was incredible.

A few minutes later, as he was cleaning his dinner plate, his phone buzzed in his pocket. He flipped it open and was confused to see a large text from a number he hadn't seen before. He had only gotten to the second line of the text before he gave a huge grin.

"It's from Mr. Stark!" he said excitedly, running out of the kitchen to the dining room table. Aunt May had just sat down to read, but she dropped her book at his call and gave Peter her full attention.

"What did he say?" she asked, looking over his shoulder. Peter tapped the button on the keypad to scroll down, silently cursing the combination of big messages and tiny phone screens.

"Looks like the job description," Peter said. "'Applicant must have a drive to self-improve, a passion for saving lives, and a willingness to get their hands messy with engine grease.'" Peter scrolled further through the message. "'Applicant must be in adequate physical condition, as they will be required to perform exertions including, but not limited to, part runs, drink runs, snack runs, and any other type of the run their supervisor makes off the top of their heads.'"

"Does it say anything about salary?" Aunt May asked. As the Operations Manager for one of the F.E.A.S.T. centers in The Burbs, she had lots of experience advising others on understanding job descriptions and editing resumes.

"Well…" said Peter, continuing to scroll through the message. "I don't think I see anything about that."

"Hmm," said May. She snatched the phone out of Peter's hand and started paging through it herself. The further down she read, the more her eyes seemed to narrow. After about a minute, she snapped Peter's flip phone closed and offered it back to him.

"How about you go do your homework, Peter? Once you get everything done, we can watch some TV together. Might help you unwind after such a rough day."

"Alright, Aunt May," Peter said with a smile. He scooped up his backpack before climbing the stairs to his room.

Peter's room was what a person might refer to as 'artfully disheveled'. The walls were a chaotic mess of superhero posters, many featuring Iron Man, as well as device sketches jotted down on anything from notebook paper to folded napkins. An overstuffed bookshelf was practically exploding with comics, textbooks, and science fiction novels while an array of Lego models fought for space on the top of it and his dresser. A writing desk and swivel chair was pushed into the corner of the room and held a desk lamp, assorted electrical components and a half-rebuilt desktop tower pushed against the wall. All the furniture was fairly old, but still solid and that was all Peter really cared about.

He sat down at his desk and cleared a big enough space to get started on his homework, carefully pushing aside the various computer bits and pieces. Uncle Ben's old computer had finally failed them, but Peter was sure he could get it working good as new once he got all the right parts. For now, though, he needed to get started on homework. Ned wouldn't be out of cram school until later tonight, so he'd call him then to tell him about what happened.

Half an hour later, Peter was most of the way through his math homework when his cell phone rang. He flipped it open and was excited to see Tony's number from earlier. He made a mental note to add the number to his address book and answered the call.

"Hi!" he said with excitement. "I mean, hey there, Mr. Stark, uh Tony, um sir. What's up?"

" _Kid,_ _I just got finished with a very interesting phone call,"_ said Tony, who sounded incredibly tired. _"I want to make a deal with you. I'll agree to give you the salary of a Stark Industries Lab Technician if you promise to_ never _let me talk to your Aunt May again. Deal?_ "

Peter had often found it weird in TV shows when someone would get strange news in a call and just stare at the phone. Now, however, he found himself doing exactly that. He stared at his cell phone and blinked silently for many moments before bringing it back to his ear.

Finally, he said "Aunt May called you? What did she say?"

" _That's not important right now, kid. Do we have a deal?"_

"Um, sure," he said hesitantly. "I mean, yes, Mr. Stark."

" _Great. See you on Friday."_ Then he hung up.

Peter sat there silently and thought about going down to ask his Aunt about what had happened between them. After some more consideration, though, he decided he was better off not knowing and went back to his homework.

On Friday, he would take his first step toward becoming a hero.

* * *

**SLA Primary Campus, Salem North**

_A sample of helium gas at 25°C is compressed from 200 cm^3 to 0.240 cm^3. Its pressure is now 3.00 cm Hg. What was the original pressure of the helium?_

Jean Grey glared down at the last problem of her chemistry homework. It was the very last piece of homework she had for the day, but it had been practically taunting her all this time. She had no idea where to start with solving it and the textbook was being remarkably cagey on the subject.

She gave a great sigh as her head dropped down on top of her notebook.

"Kevin…" she whined.

"What is it, Jean?"

"Please help me?"

He sighed and she snuck a glance in his direction.

At the head of the table was Kevin Ford giving her a very put-upon expression. That only lasted a second before he rolled his eyes.

"Alright, Jean. Let me see it."

Jean pushed the textbook toward him and he started looking over the question. Kevin was just a bit taller than Jean with a round face and short-cut brown hair. He was wearing a rubbery dark-green containment suit that covered every inch of his body but his head. That was covered by a transparent watery-elastic force field. The field started the collar of his suit and was projected an inch away from Kevin's face. Kevin had worn these kinds of suits every day since he first came to the mansion. Because of his Quirk, his touch could break down the binding forces between organic molecules, causing any organic material he touched to disintegrate to dust. He had to wear this suit all the time for everyone else's safety. It didn't take a genius to notice that having a Quirk like that bothered Kevin greatly, but Jean was at least relieved to see him trying to live a fuller life. He had even gotten into scrap art within the last year, turning cast-off pieces of metal and junk into sculptures that he took a great deal of pride in.

Across from where Jean sat, Piotr Rasputin was working on his homework as well. He was a young man who had arrived at the mansion only a year after Jean had, but she still barely knew anything about him. Any given day you'd only receive some nods or grunts by way of interaction. His black hair was cut close to his head and his tall frame was practically bursting with muscles. And that wasn't even mentioning the fact that his skin shined like chrome. Jean knew that he had arrived in the US from Russia alone as a child. No luggage, no identification, and no family to contact. His Quirk had also just recently activated, giving him a body of solid living steel, and he had a hard time compensating for such a drastic increase in strength and weight. It hadn't taken long for him to be placed under the care of Professor Xavier. The chair he was sitting on had been specially designed for him, like all of his furniture, and was reinforced to support his weight. He had broken more than his share of chairs and couches since first coming to the Academy all those years ago, but no one had held that against him.

Next to Piotr was the only other girl in the Academy who was Jean's age. Jubilation Lee, or Jubilee as she preferred to be called, was doing her math homework while idly blowing bubble gum. A child who had been living on her own in a shopping mall after running away from an orphanage, she had been caught by a pro hero and brought here about five years ago. In many ways, she was just like her Quirk; flashy and loud. Her spiky black hair had a streak of lime green in it this week, but Jean had little doubt that Jubilee would dye it some other crazy color next week. She had a new pair of green earrings and her pink sunglasses were balanced on her forehead. Jean couldn't remember any time when she had actually seen Jubilee wear those sunglasses on her eyes, though. She was dressed in neon colors, but they were a little more subdued than her normal ensemble. Some days her clothes were so bright Jean couldn't look straight at her. The one constant was her gloves that she always wore. Jubilee's Quirk to create firework explosions with her hands was not as uncontrollable as Kevin's, but she had to wear rubber gloves just to be on the safe side. She had accidently set fire to more than one set of antique drapes since coming to SLA.

The four of them were sitting in one of the studies on the first floor of the mansion. This was the room that they normally gathered in after their classes to do homework and chat. However, they had a test at the end of the week so the atmosphere this evening was not quite upbeat enough to warrant conversation not related to schoolwork.

Jean tapped her phone to quickly check the time. Professor Xavier had asked to meet with her tonight, but she still had a few minutes before she needed to get moving. She probably still had enough time to let Kevin give her a rundown of the problem.

The study door opened and everyone looked up. Jean's face immediately brightened as Scott Summers walked in.

Her boyfriend – _her boyfriend,_ even now a part of her still squealed happily - made his way across the room, waving lazily to the others and giving a heart-melting smile to Jean. She looked him up and down, determined to never take any aspect of him for granted. So much about him was amazing and wonderful that Jean was sure she would never grow tired of it. His wavy chestnut brown hair was damp with sweat, but that only served to give it more of a shine. He had a lean frame and an absurdly handsome, angular face that practically radiated with charm. She also didn't mind how his exercise clothes clung to his frame And, as always, he was wearing his sunglasses, those ruby-quartz lenses being the only thing that kept his dangerous Quirk contained. He was in the process of draining a water bottle and Jean could see another empty bottle haphazardly poking out of the backpack he carried.

"Hey guys," he said before collapsing in the chair next to Jean.

"Hi, Scott," Jean said with a smile.

"Hey Slim," Kevin said, barely even looking up from Jean's textbook.

Piotr acknowledged Scott with a nod before turning back to his work.

"Where have you been, Scott?" demanded Jubilee.

"I was doing some training in the gym and then finished up with a mile run," he said, finally finishing the water bottle. He slouched in his chair and let out a relaxed sigh.

"Why?" asked Jubilee. "You and I did weights and running this morning."

"I think he finally got sick of being called 'Slim'," Kevin said with a laugh. "Bulk up as much as you want, Scotty. You'll always be Slim to us."

"I think it's cool," Jean added helpfully. Scott looked over and gave her another smile.

Jubilee loudly popped her latest bubble.

"Hey Scott, do you think you can help me with my math?" she asked, patting the chair next to her.

"Why are you asking him?" said Kevin, fixing Jubilee with a look. "I've been sitting here for the last hour. Plus, I've got a full letter grade on him in math"

"Scott's just a better tutor, Kev," Jubilee said, crossing her arms over herself. "He gets me."

"Oh, I get you," Kevin grumbled as Scott said, "You should ask Kevin for help this time, Jubilee."

Scott leaned back to look at the ceiling. "I'm not really feeling in a homework mood right now."

"Why not?" Jean asked, looking at him with confusion.

"I decided I should focus more on training from now on," he said. "We're gonna be in the Hero course this fall. I want to make sure I put on a good show to the pros. You guys should be doing some extra training too, you know? Don't want you all to be lagging behind while I'm out there blasting villains."

"Hnh," Piotr said dismissively. That was more of a response than they usually got out of him. Probably because he could already bench press an SUV. Even Jean thought that he wasn't likely to lag behind Scott or anyone else.

"Okay then, Slim," Kevin said with a sarcastic grin. "We'll see if you keep that attitude during the test on Friday."

Jean checked her phone again and saw that she should probably get going. She still had a little time before Professor Xavier wanted to see her but it would be better to wait outside his office for a bit than to be late. She stood and held open her book bag as her mind took hold of her various school supplies. Her pencil case and notebook both glowed with red light before they lifted from the table and flew into her book bag. Even her textbook flew from Kevin's grasp and closed itself before sliding easily into the bag.

"Okay, guys," she said to them all. "I'm going to go have my meeting with the Professor. I'll see you all at breakfast tomorrow."

They all said their goodnights to her, but Scott caught her arm as she passed by. He gave a playful tug downward and she bent towards him. He stretched up and placed a lingering kiss on her cheek.

"Have a good night, babe," he said with a grin. "See you in the morning." Jean could feel her face flushing, but she gave him a smile.

"Good night, Scott," she said before she crossed the room. She walked out and gave one last look at Scott before closing the door behind her.

After taking a moment for her heart to settle, Jean walked through the posh hallways of the mansion that housed the Stan Lee Academy of Heroic Studies. She passed by the windows to the spacious grounds under the beautiful night sky as well as the artwork that decorated the walls. Even if it was something as mundane as a hallway she walked through every day, she couldn't help feeling a thrill of excitement. Things were about to dramatically change for all of them.

Jean and the others - collectively known as the Wards to the other SLA students - were technically too young to actually be Academy students, but they had already been living here for years. They all had nowhere else to go, as well as quirks that required specialized care and resources so they would not be a danger to others. To the five of them, and many others before them, the SLA campus had been like a very luxurious orphanage, but that wouldn't be the case soon. In just a few more months, she and the rest of the Wards were going to be official students of SLA, not just the house guests of Professor Xavier. She could hardly wait.

She didn't cross paths with any other students as she walked to the great hall. They were all likely in the various dorm buildings doing their own homework. She imagined that a lot of Support students were pulling late nights in the workshop as well, trying to get their projects done.

Jean finally came to the great hall and ascended the grand staircase. While the first floor of SLA held drawing rooms, libraries, and parlors that could be used as more open classrooms, the second floor had rooms that were clearly meant to be the regular classrooms one would find at a school. Jean's education at SLA had always been in an informal capacity and she was looking forward to learning in these rooms instead of the various parlors and studies on the first floor. Taking another staircase, she reached the third floor, which held living quarters and offices for the teachers. After turning a few corners through the hallways, she came to a very ornate set of double doors. A plush couch was set against the wall next the doors and Jean made her way there. Just as she passed in front of them, both doors began to open. Jean jumped in surprise and spun to face them. There was no one standing at the doors as they slowly opened and Jean felt her stomach start to drop.

"Please come in, Jean," said a voice from inside.

 _Don't worry, Jean,_ she tried to tell herself. _It's just a nice little chat with the Professor._

Jean swallowed her apprehensions and walked into Professor Xavier's office. It was a very homey space, with comfortable looking armchairs arranged in front of the desk and in front of the fireplace on one side of the room. While the wall directly across from her was occupied by floor-to-ceiling windows, every other wall was taken by large bookshelves, stocked with countless volumes. An intricately carved grandfather clock was set against the wall to the left side of the room. On the side of the room opposite from the fireplace was the door leading to Professor Xavier's chambers.

Professor Xavier himself sat behind his desk, flipping through a few items in a manilla folder. He looked up and gave Jean a welcoming smile as he set the folder aside next to a chessboard featuring a game that, as far as Jean was concerned, had been going on for months. Even though he was smiling at her and she was always happy to see him, Jean couldn't help but notice a calculating glint in his eyes. It made her feel a little on edge. No matter how comforting his words were, Charles Xavier always gave the impression that he could see right through you. And in most cases, he could do exactly that, but not with Jean.

She also noticed that the Professor already had a guest with him. One of the armchairs by the fire had been turned around and she knew the man sitting there. Erik Lehnsherr, the pro hero Magneto and Deputy Headmaster of SLA, was man of Professor Xavier's age. His hair had long since turned stark white and his face was lined with age, but he had always held himself tall and strong. Him and Xavier were opposites in many ways. His regal purple robes contrasting with Xavier's suit was just one of the many. One thing that was the same, however, was that Magneto was giving Jean the very same calculating look as Xavier.

 _Okay. Maybe this won't_ _be just a little chat._

"Hello, Jean," Xavier said, folding his hands on his desk.

"Good evening," said Magneto.

"Hello Magneto," Jean said with a nod. "Hello Professor. Sorry if I'm a bit early for our appointment." Some thought it odd that she referred to them so formally. These two men had practically raised her ever since she came to the academy as a child. Still, she didn't know any other ways to refer to them that didn't sound silly to her.

"Not to worry, Jean," Xavier said a chuckle. "I just hope we are not inconveniencing you by requesting this meeting. Please, take a seat."

Jean gave another nod before walking across the room and settling down in one of the armchairs in front of Professor Xavier's desk.

"Um, what did you want to talk about, Professor?" she asked.

"We wanted to talk about you, Jean," the Professor said, steepling his fingers together. "Our academy has started receiving applications for the next year of students and I found myself thinking of you. Of how far you have come since you first joined us." He closed his eyes and took in a breath, looking like he was thinking over his words. "I believe it is time that we shifted our focus in your Quirk lessons to truly train your telepathic abilities."

Jean felt her stomach drop straight through the floor. Chills skittered over her arms as she swallowed.

"I… I'm not sure that's a good idea, Professor," Jean said, looking askance. She didn't want things to be like that time again. When she couldn't tell the difference between thoughts and words. When all she could hear was Noise. Once she had come under Xavier's care, he had placed mental barriers that blocked her telepathic powers. They were her lifeline. Her protection. Nothing came in and nothing came out.

"I know the idea might seem frightening, Jean, but I honestly believe it will help you in the long-run." He now gave her a very focused look. "Do you still want to try and become a hero?"

Jean blinked at a question like that.

"Of-of course I do, Professor," she said. "Why wouldn't I? It's… it's our dream."

Xavier nodded.

"If that is so, then you understand that being a hero will be a difficult job. You will need to push past your limits in order to prepare for it. Part of that will involve making sure that you can use every aspect of your quirk. The entrance exam itself is an intensive event and I want you to be fully prepared." He gave her another curious look. "Do you still intend to take the entrance exam as well? I know I told you, Scott, and the others that you may take the test privately if you wish."

"Well…" said Jean, idly brushing a lock of hair behind her ear, "Jubilee and Kevin were talking about doing that and Piotr didn't really have an opinion, but Scott talked to us about it. He told us how it would be the perfect way to prove to everyone we belonged in this course and that we would earn our stripes. It made a lot of sense."

Jean heard a soft 'hmm' come from Magneto's direction, but his expression was neutral when she glanced at him.

"Well then," Xavier began again ignoring Magneto, "you're going to need to work hard to prepare yourself." Now he leaned forward. "How are you coming along with training your telekinesis?"

Jean felt another chill flash down her spine.

"Um, I'm doing, y'know, pretty good," she said, rubbing her arm uncomfortably. "I mean, I think I can do okay."

"Lies are unbecoming, Jean," Magneto said from his place by the fire.

Jean flinched away from his words, staring hard at the floor.

"Erik," Xavier said sharply. "We agreed I would handle this."

"And all you've done is dance around the issue, Charles," Magneto grumbled back. He propped his head against his fist. "Make your point already."

Xavier let out a sigh before he reached over and opened the manila folder he had been paging through when Jean walked in. He picked up the sheets of paper held within before returning his gaze to Jean.

"Jean, over the years we've logged your capabilities with the telekinetic side of your Quirk in monthly assessments." He set one of the sheets down on the desk in front of her. The page had a line graph trailing slightly upward. "When you first arrived with us at the age of five, you were capable of lifting a weight of two pounds. By the time you were eight," now he placed a second graph in front of her, "you could lift six pounds. And it was only then that you started seriously training your Quirk. Since then, you showed incredible improvement. Within a year you could lift as much as fifteen pounds, and were already practicing with controlling multiple objects." Now he started laying down graphs one after another, each one showing an increasing slope of improvement. "You were exponentially increasing your capabilities every time we tested you, but then…"

Now he laid down a last sheet of paper, looking at Jean with a very serious expression. She didn't want to look at it, but she was unable to stop her eyes drifting down to it. The line graph had ascended to an incredible height, almost ninety pounds, before it sank by an incredible margin, hovering at just over forty pounds.

"It was twelve months ago when you started performing dramatically worse with your Quirk assessments," he said, leaning back in his chair. "From there, they have been dropping steadily downward, to the point when you have struggled to lift twenty-pound weights."

"Each time your abilities have been assessed," Magneto added, "you have given a variety of excuses to your instructors. Either you weren't feeling well or you were unable to focus or the sun was in your eyes or - and this is my personal favorite - you accidentally ate expired sushi for breakfast."

Jean was now grabbing her bicep in a white-knuckle grip, unable to look directly at either of them.

"This downward turn began three months after you turned fourteen years old," said Professor Xavier, trying to regain control of the conversation. "It was about that time that I expected your mental barriers to begin breaking down." Just then, Jean felt… it could only be described as a light _push_ , but in her head. "Since I am unable to sense your thoughts," continued Xavier, "that clearly hasn't happened yet, which has had me concerned for months. Do you have any thoughts in regard to this, Jean?"

Jean just stared at the ground and said nothing.

"After some time had passed," he continued, "I came up with a hypothesis. I believe that you are using your powers to hold together these barriers that I placed upon you. Barriers that were meant to fall down on their own, I might add, when your mind had had enough time to properly develop. This effort of holding them up is costing you both the energy and focus you need to use your abilities to their full potential." Xavier let out another sigh before crossing his arms on his desk. "I presume you can understand our concerns with this turn of events, Jean. Do you have anything you want to say to us?"

Once again, Jean said nothing. She couldn't find a single word to say.

"Very well," said Magneto, pushing himself up from his chair. "I'm going to be blunt with you, Jean, since Charles can't find it in himself to do so." With a few long strides, Magneto stood towering over her. "You fear the true potential of your abilities and you have allowed that fear to run unchecked. Your attempts to hold onto this protection that was always meant to be temporary have harmed your progress and effectively reversed the growth of your abilities."

Jean shivered as she found herself staring up into Magneto's steel-colored eyes.

"Erik…" Xavier warned.

"If you continue as you have," Magneto went on, not paying attention to Xavier, "then you will not be fit to pass the Entrance Exam, let alone the Hero course at this academy."

Magneto's words felt like a punch in the stomach for Jean. She stared up at him before her gaze turned back to the floor beneath her, tears in the corners of her eyes.

_I really want to study here. I really do. I want to be a hero with Scott and the others. I'm… I'm just so afraid._

"Please don't take Erik the wrong way, Jean," Xavier said. "He and I want nothing more than to see you come into your own and become a fine hero. I know you, Jean, and I know you are more than capable of graduating from this academy."

"Of course, Charles is right." Magneto knelt down and placed a firm hand on her shoulder. "I am sure you can become a great hero if you allow yourself to learn and grow." He gave her shoulder a soft squeeze. "If you shape up and start acting like you deserve to attend this school, we will teach you all you need to know. Alright?"

Jean wiped her eyes as thoughts swirled through her mind. She still had nightmares of the days when all she could hear was Noise, and those weren't even the worst ones. What her Quirk had done to her childhood, to her family… Jean never wanted to feel like that again.

Xavier pulled away from his desk and drifted around the side of it. The silvery hoverchair he sat in, a gift from a former Ward who graduated from the Support course, floated a few feet above the ground and was more maneuverable than any wheelchair. When he hovered close to her, he pressed a button on the armrest, causing the chair to drift a foot closer to the ground, letting him look up at her. He placed his hand on Jean's free shoulder, giving her a comforting smile.

"I know you are scared, Jean, but know that we dearly want to help you. We want to help you grow. We want to help you succeed. We want to help you spread your wings and fly. You have an amazing gift, my dear, and you have the potential to help so many people. Will you please allow us to help you?"

Both men stared at her.

Jean could feel tears gathering in her eyes again. There was still so much fear, but she could also feel the love these two had for her. Her hands rose to take hold of theirs and she gave them both a squeeze. After a moment of silence, she made up her mind.

"Okay," she said, barely louder than a whisper. "Okay." She gave a jerky nod as a few tears dripped down her cheeks. She took a deep breath and released her grip on their arms to wipe her eyes. When she felt like she had regained her composure, she looked between the two of them. "How do we start?"

Professor Xavier smiled at her as he raised his hoverchair again.

"On Friday, you and I can begin your lessons in telepathy. We'll go out to the gardens and start loosening the blocks. That will give us a nice empty spot to build up your own barriers. It will be challenging, but I know you're fully capable of overcoming this. And I'll be with you the whole time."

"And your other training sessions will be spent with me to build up the strength of your Quirk," added Magneto. "Your telekinesis has great potential, but we have a lot of lost ground to make up for before the Entrance Exam."

Jean let out another breath, trying to forcibly calm the roiling nerves in her stomach.

"Okay, Professor. Okay, Magneto. I'll be ready." She stood up and adjusted her bookbag on her shoulder. "Thank you both. I promise I won't let you down." Her eyes darted to the clock and saw the time. "I, um, should probably head to my room and get ready for bed. I hope you both have a good night."

"Sleep well, child," Magneto said, giving her a small smile.

"Good night, Jean," said Professor Xavier. "I'll see you tomorrow. Oh, please make sure that chemistry homework is on my desk by three PM."

"Yes, Professor," Jean said, crossing the room and exiting the office.

She made her way to her dorm room on that floor and got herself ready for bed. Despite her farewell to Professor Xavier, it would be some time before Jean got any sleep that night. It was too easy to imagine the nightmare that had been her years as a young child.

_If I hear what the others actually think, they might leave again._

Jean tried to take a calming breath as she snuggled further into her covers.

_What am I saying? It's okay. Scott won't leave me. He… he loves me. It'll be alright._

On Friday, Jean would take her first step toward becoming a hero.

**Notes for the Chapter:**

> AN: Well, I hope you guys enjoyed the chapter. I am SO excited to start writing the adventures of the new Hero Class, but we've still got a few things to do before we get there. Also, if anyone is still wondering, Peter is based off of the Tom Holland portrayal because his is my favorite of the movie Spider-men. Aunt May is based off Nancy Linari, the actress and visual inspiration of the PS4 Aunt May. Jean and Scott match their appearances in All-New X-Men (2013) and Professor X and Magneto are played by Sir Patrick Stewart and Sir Ian McKellan because they are the best and most perfect choices. The Parker house is the house from the Raimi Spider-Man films.
> 
> With all that said, I hope you are all staying safe and I look forward to seeing you again for the next chapter of EXCELSIOR!


	5. The Man in the High Tower

**Notes for the Chapter:**

> AN: Hello true believers! I am happy to bring you the newest chapter in Excelsior: My Marvel Academia! This chapter was a whole lot of fun to write and I hope you guys enjoy it.
> 
> Eternal thanks to my lovely beta annbe11! She's the one who helps turn my ramblings into full-on stories. If anyone here is a fan of magical shenanigans, courtly politics, and TIGERS, please be sure to give her new story Rajah's Curse some love. It's a great story that needs a bunch more views.

**Midtown Middle School, The Burbs**

Friday had finally come and Peter felt like he was about to crawl out of his own skin. Minutes felt like hours and the lessons seemed to take an eternity to end. He could barely focus on his work and his foot was anxiously tapping all day.

Today was when he started his job at Stark Tower and started learning how to be a hero like Iron Man. He had barely gotten a wink of sleep the previous night but that didn't seem to matter. He was absolutely hyper.

Peter was in English, the last class of the day, and Mr. Gladlee was currently waxing poetically about a random passage of The Great Gatsby that struck an emotional chord with him and only him. All the students were gazing blankly ahead with a thousand-yard stare or had given up all pretense and were napping at their desks. Meanwhile, Peter's mind was going absolutely crazy. In fact, his thoughts were so chaotic that Ned had to actually shake him when class was over and it was once again only the two of them left in the room.

"Sorry, Ned," Peter said, shoving his things into his backpack. "I've just got a lot on my mind right now."

"I don't blame you, Pete," Ned said, a blinding smile on his face. "You're about to enter the inner sanctum of Iron Man, the god-emperor of super geniuses! It's just… badass!"

"Yeah, I know," said Peter, smiling like a loon. It still felt like a dream, even though he knew for a fact it wasn't. He and Aunt May had received a huge folder in the mail that was chock full of disclaimers, payroll forms, and NDAs that Peter had to sign. Going through it all had taken the better part of three hours - Aunt May was nothing if not thorough in her paperwork - but everything was all signed, sealed, and express mailed back to Stark Tower.

"You think you're ready for this, Pete?" Ned asked as they both stopped by their lockers to drop off their textbooks. The hallways weren't quite emptying yet and there were quite a few students still milling around. "I mean, this is huge. Like, changing-your-life huge."

"I really hope so," said Peter.

"You know your stuff, right? In case he gives you a test or something? Man, how crazy would it be to get this job with him and then flunk out on the first day because of a pop quiz? What a bummer."

" _Really_ not helping, Ned," said Peter, trying to contain the sudden roiling in his stomach.

"Right. Sorry, man."

_What if he actually does give me some kind of test, though? What if he makes me try to fix something I don't know anything about? What if he-_

Peter's thoughts were jarringly interrupted when he received a hard kick to the backside. It sent him sprawling onto the floor and caused his glasses to fly off. His groans of pain were drowned out by two bursts of laughter from behind him.

"Man, that one's gotta be at least ten points!"

"Ten? That was a six, tops."

Peter recognized the voices of Flash's two football minions. They had apparently decided to have their own fun since Flash hadn't so much as approached Peter within the last few days.

Peter blindly groped around on the floor in front of him. He needed to find his glasses as soon as possible. The last thing he needed today was a stomped pair of glasses. Peter was beginning to panic a little when a blurry person knelt down in front of him.

"Got 'em for you, Pete," said Ned. Peter grabbed the glasses in his outstretched hand and quickly put them back on, breathing a sigh of relief when the world was finally back in focus.

The two minions were laughing as they walked down the halls, giving one another a high five before looking back at him.

"Make sure you stay out of our way, Parker!" one of them jeered.

"Yeah, silly me for walking down a hall," Peter muttered as Ned helped him to his feet.

"They're not worth it, Pete," Ned said, giving him a pat on the shoulder. "They're certainly not going to Stark Tower, are they?"

"I guess not," Pete admitted as they continued their way through the halls.

"Oh dude, imagine if you could get us tickets to the Stark Expo!" Ned said excitedly. Peter laughed and scratched the back of his head.

"I think I'm gonna hold off on asking that until I know if he'll say yes or not," he explained.

The Stark Expo was an annual event where scientists and companies from all over America came together to show the public some of the projects they were working on. The only greater concentration of scientific genius in the world was the floating city of I-Island.

The next Expo was coming up in a few weeks. Ned had wanted to go to one his entire life and Peter wanted to go to one that didn't immediately turn into a robot battleground. The downside to the Expo was the price and sheer rarity of the tickets. After the members of the corporate and science communities purchased their passes early, there was barely any left for the public to scramble for.

As they got closer to the front doors of the school, Ned asked "How do you think you're getting to Empire City?"

"I'm… I'm not really sure," said Peter. "Mr. Stark just said that someone would pick me up."

"What if he shows up to take you in some sort of sick sports car?" Ned asked. Then his mouth dropped open and he started frantically swatting at Peter's shoulder. "Dude! What if he picks you up in his Iron Man suit and flies you there?!"

"That would be _terrifying,_ " Peter said with a shudder. He was not fond of heights.

However, Peter's transportation worries proved to be unfounded. As he and Ned stepped out of the front doors, he immediately noticed a shining black limousine parked on the curb. A red-haired woman stood in front of it, wearing a dark suit and holding a sign with the words 'Peter Parker' printed in large font. The car and driver were both getting a lot of attention from the departing students, but none were venturing too close.

"This is so crazy," Ned said with an immense smile on his face.

Peter was only able to nod mutely. For all of his excitement over the course of the day, he suddenly found he was unable to move his legs.

"Pete, c'mon," Ned said, insistently tapping Peter's shoulders. "She's waiting for you, dude." Peter swallowed and managed to nod.

"Y-yeah, okay. Yeah, let's go."

The two of them walked toward the driver. Peter could hear the whispers as they passed a few groups of students, but he kept his attention firmly on the woman holding his name. When the two of them got close enough, she looked at him and gave him a smile.

"You must be Peter," she said with a Scottish accent. "My name is Friday. The boss sent me to take you to Stark Tower."

"Uh, hi Friday," stuttered Peter. "I-It's nice to meet you." He stuck his hand out toward her. Friday's face did not change much, but he could see her move back away from his hand.

"I'm sorry, Peter," she said. "I'm not really one for handshakes. Shall we get going?"

At her words, the back door of the sedan opened on its own with a light hiss. Peter heard Ned make a little whimper sound and he didn't blame him. It was really cool. Peter swallowed and turned to Ned.

"I guess we'll talk later?" he said.

"Absolutely," said Ned as the two of them went through their special handshake. "I need you to tell me what Nerd Paradise looks like." Peter laughed and nodded.

"You bet, Ned."

With a final wave, Ned turned and headed off before Peter stepped into the back of the limo. He reached out to close the door, but his eyes caught a familiar figure in the shadow of the school. Flash Thompson was leaning against the wall, his eyes locked on Peter. His arms were crossed over his chest and his expression was difficult to read, but it was most definitely hostile. Peter only kept eye contact for a moment before lowering his eyes and closing the door. He really didn't want to be thinking about Flash today.

Friday walked around the front of the car as the driver side door also opened of its own accord. She climbed in and the car's open door swung itself shut as the driver settled into her seat.

"Please make sure to buckle up," she said helpfully. Peter did so, his awestruck eyes still darting around this luxurious car. The impossibly comfy seats, the tinted windows, the wall-mounted TV, the station at the front with power cables for any kind of phone or electronic device one could imagine, and…

"Is that a mini-fridge? In the car?" Peter asked in surprise.

"Ah yes," said Friday as she turned on the car and shifted into drive. "The boss remembered it was there a few minutes after I left to come get you. He wanted me to tell you, and I quote, 'feel free to take anything you want, but don't touch the orange soda'. Trust me, he'll know if you do."

"Yes, ma'am," Peter said with a nod, opening the mini-fridge with excitement. It had two shelves, with the top shelf featuring a wide array of soda in glass bottles while the bottom shelf exclusively holding multiple bottles of orange soda with an Italian label. Peter looked over his options for a moment before picking a bottle of Mountain Dew. As he took a sip, his eyes turned to the windows as he watched the streets of The Burbs go by for a few blocks. "Hey, can I ask a question?" Peter asked, turning to look at his driver. When he looked to the front of the car, he almost dropped his soda. His eyes widened and his jaw hung open.

The driver was gone.

She was just… gone.

Peter blinked, but the driver seat remained empty, which was very strange considering that the car was currently pulling off a left turn through a traffic intersection. Peter began to breathe faster, feeling panic seeping into his body. He swallowed to moisten his suddenly dry throat and opened his mouth hesitantly.

"He...hello?"

" _Hello, Peter_ ," said a voice that came through the car's speakers, making Peter jump in surprise. The TV on the wall came to life, showing a blue image of the woman Peter had just been having a conversation with. She smiled at him but looked a little sheepish. " _Sorry if I gave you a panic there. Had to divert some runtimes to one of the boss's requests and keeping that hologram going eats up a lot more processing power than you would think._ "

"Wh-what?" stammered Peter, his mind spinning. The image of the woman winced, but shook her head and gave him a comforting smile.

" _Right, sorry. Allow me to reintroduce myself. My name is FRIDAY. I'm Tony Stark's virtual assistant and the AI Manager of Stark Tower. I apologize for the deception, but the boss wants the details of your employment to be known to as few people as possible. He decided to send me to pick you up personally, and it wouldn't be good to have an empty car picking you up from school._ "

Peter couldn't speak for several long moments. He was just dumbly staring at the screen with the AI's face on it, mind whirling a mile a minute. After he didn't speak for some time, the image of FRIDAY cocked her head curiously.

" _Peter? Are you okay?_ "

"Oh, yeah," said Peter, jolting back to reality and shaking his head. "Sorry, I was just kinda… well, blown away." Peter looked around the back seat of the car again as a thought occurred to him and he lifted his hands away from the seat. "So, um, are you… _in_ the car? _Are_ you the car?"

There was another moment of silence before FRIDAY suddenly let out a snort of laughter.

" _No, Peter. Nothing like that. This car is designed so that I can remotely interface with it and control it. My main servers are located in Stark Tower with a backup server installed in the boss's armor._ "

"That's… really, really cool," Peter said with a smile.

The two of them proceeded to chat through the whole trip through The Burbs, over the bridge, and into Empire City. As they made their way through the Upper East Side, Peter spent most of his attention staring out the window, looking up at the towering buildings above. Peter even saw some pro-heroes on patrol for the day. They waved to onlookers, signed a few autographs, and he even saw a woman with prehensile hair gently lower a cat out of a tree.

_That could actually be me someday. I have a chance now._

As they passed a luxurious apartment building, Peter was finally able to see it.

Stark Tower.

They were now only a few blocks away and getting ever closer. The skyscraper lorded above the others around it, shining in the sun like a beacon. It was a testament to the accomplishments of Tony Stark as well as a reminder to everyone that this was the city that Iron Man resided in.

Peter couldn't help another tingle of nerves go down his spine when FRIDAY pulled onto a downward ramp at the side of the building, moving into an underground parking garage. The garage was already filled with a vast array of cars and Peter was wondering if they'd be able to find a space, but FRIDAY drove the car past all of the lanes of parking. The path ended in a blank concrete wall, but the car continued moving straight toward it with no signs of stopping. Peter was about to ask what exactly FRIDAY was doing when the entire wall suddenly flickered and faded, revealing an extended and better-lit parking.

" _It's a combination of kinetic field generators and holographic imaging,"_ FRIDAY explained as the wall sprang back into place right behind them. " _The boss likes to keep his own spots separate from everyone else, despite the fact he doesn't do much driving these days. Still, he needed a place to store his collection._ "

Peter stared at the vast array of expensive sports cars that took most of this little parking area. Ferraris, Bentleys, and a bunch of other brands that Peter didn't even recognize. He swore that he even saw a type of racecar that hadn't been in production in almost a hundred years.

FRIDAY maneuvered the car until it idled in front of a steel set of elevator doors. Peter shouldered his backpack, but the car door did not open.

" _One last thing, Peter,_ " said FRIDAY. A little panel set into the wall beneath the TV screen flipped open and a dark red card with a blue Stark logo was extended out of it. " _This is your passkey. Please try not to lose it. It gives you access to Stark's private areas of the tower. If you want to go elsewhere in the tower, you'll need the boss to go with you. We'd like to avoid that happening, though. Having a middle school student walking around with an exclusive pass might raise a few too many eyebrows._

Peter had to agree with her as he took the card and slipped it into his pocket.

"Do I scan it in the elevator?" he asked.

" _Yes. This is Tony's elevator and it will take you right to the workshop. He'll meet you there."_

Peter swallowed again and stepped out of the car after the door opened for him.

"Thank you for driving me here, FRIDAY," he said to the screen with a smile that he desperately wanted to be hopeful.

" _No problem at all, Peter,"_ FRIDAY said with a smile. _"If you ever have a problem, feel free to ask me anytime. I'm pretty much everywhere in the Tower, after all. I hope you have a good first day."_ The image of FRIDAY winked at him before turning off.

Peter shut the car door and pushed the button to call for the elevator, his heart already hammering in his ears. He anxiously shifted from foot to foot as he waited for the elevator to arrive, which to his surprise only took a few moments. He stepped inside and turned to the array of buttons with a card reader above them. He swiped his card like he'd been told and pressed the button marked W. The elevator gave only a slight tremble before it smoothly rose, ascending what felt like the top of the tower. Peter took another breath, trying to relax and calm his racing thoughts.

 _Focus, Peter. You can't afford to make a bad impression right now. Be knowledgeable, be helpful, and for the love of God_ do not _geek out when you see him. You'll look like an idiot._

When the elevator doors finally opened, Peter was sure he had been transported directly to heaven. Everywhere he looked, there were holographic data screens, racks of tools, and more pieces of scientific equipment than he had ever seen before. There was a station for mixing chemicals, at least four highly advanced 3D printers, a station for welding, a station for metal shaping, and-

Peter actually needed to stare at the ground for a moment before he overwhelmed himself.

The centerpiece of the room, of course, was the Iron Man suit itself. It stood on a platform against the wall, where manipulator arms from the ceiling poked and prodded at it, repairing dents in the suit and cleaning traces of grime from the finish. Peter just found himself staring at the suit with a ridiculous smile on his face but was curious to see that its left arm was missing.

"That you, kid?" said a voice from behind a rack of machine parts. Peter swallowed in sudden nervousness before moving around the rack.

"Y-yes, it's me," he answered. "T-thank you for having me, M-mr. St-"

He stopped as he finally got a good look at Tony Stark. The man was sitting at a workbench with tools and takeout containers scattered about him. The missing arm of the Iron Man suit was wrapped around one limb while the other hand was exploring the inside of the gauntlet's palm with a pair of tweezers. He was dressed in a smudged t-shirt and a pair of shorts.

Like earlier in the week, Peter was struck by Tony Stark's appearance. His face was sunken and gaunt. His skin looked gray. Peter also noticed was that Tony Stark was thin. Sick thin. Tony's scar-covered skin clung so tight to his skeleton that he almost seemed like a scarecrow. Or a corpse. Altogether, he seemed like a man who should be in the hospital, not flying around the city in a suit of armor.

Then Peter realized noticed was that Tony was already wearing some type of suit. His arms and legs were strapped into some sort of braces that extended all the way up his limbs and under his clothes. Pistons moved with his arms as he continued to tinker with the gauntlet currently on his arm. They were incredibly well-designed, with padded clamps around his extremities and a full range of movement that didn't seem to hamper him as he tinkered with the gauntlet and idly kicked one of his legs. Ideas swirled in Peter's head; guesses that this exo-skeleton might be to support his body's movements, considering that his muscles had clearly atrophied.

Tony finally looked up at him and he and Peter locked eyes before Tony gave a small snort of laughter before turning back to his gauntlet.

"Yeah, I probably don't look like much of a 'Number One Hero' right now, do I?" he said ruefully. "I think you can finally guess why I don't do public appearances anymore."

"Mr. Stark…" breathed Peter, struggling to reconcile what he knew about Iron Man with what he was seeing in front of him. "How…?"

"Years of saving the world, kid," he said. Tony let out a sigh before putting down his tool and flexing the fingers of the gauntlet. "Still not quite right," he muttered to himself.

He ran his hand over the gauntlet and seemed to pinch it between his thumb and forefinger before pulling his free hand upward. To Peter's surprise, a blue image of the gauntlet rose into the air, dragged along by his two pinched fingers. It was an exact copy of the gauntlet still on Tony's arm, but Peter could see through this holographic image, even making out the joints in the fingers and the concealed missile launcher above the wrist. Tony flicked at the hologram, spinning it in place until the palm of the holographic hand was floating in front of him. He gave the image another flick, making the whole thing bigger, and then started pulling individual plates and pieces off until the inner structure was laid bare. Tony leaned forward and stroked his chin in thought.

**Tony Stark: Quirk - Blueprint.**

**At will, Tony can create a three-dimensional holographic blueprint of any piece of technology he touches. This image can be altered and even saved for later use, helping with the designing and tweaking of new devices. This combined with his dizzying intelligence allows him to analyze and understand any piece of tech he finds in the field.**

Peter stared as Tony flicked away at pieces of the hologram-gauntlet and made occasional hums of thought.

"That's gotta be one of the coolest things I've ever seen," Peter said with a big nerdy grin on his face.

"Really?" asked Tony, looking at him from the corner of his eye. He smirked. "You're easily impressed." He turned his focus back to the hologram and rotated it a touch to the left. "Ah-ha!" he said victoriously. "That piston is out of alignment." In a flash, he had picked up his tweezers, opened one of the panels on the gauntlet, and made the necessary adjustment. Now the gauntlet seemed to meet his standards when he flexed his fingers. "Must have jolted it when I punched that stone guy in the face earlier today," he said idly as the gauntlet began to shrink and compress toward his wrist. Peter wasn't entirely sure if Tony was talking to Peter or to himself. When the gauntlet had finished contracting it jumped off of Tony's wrist and flew to the station where the rest of the armor sat, where it unfolded again and took its rightful place on the left shoulder of the suit.

Peter watched it fly across the lab, but when he looked back, he was surprised to find Tony staring at him intensely. Peter immediately ran a check on everything he had done since entering the lab, trying to remember if he had touched anything or stood somewhere that was marked otherwise. Coming up blank, he gave Tony a nervous smile.

"Uh, hello... Mr. Stark…" Peter said nervously. "Did I do something wrong?"

"No," Tony said, shaking his head. "Just trying to see if I recognize you."

"Recognize me?" Peter said, wondering if Tony had somehow forgotten him entirely during his tinkering.

"Mm-hm," Tony said with a nod. "When we spoke earlier this week, you said we had met before. I was trying to remember where, but I'm getting nothing."

"Oh," Peter said with a nod. He nervously adjusted his grip on the straps of his backpack before answering. "That's no problem. It was a while ago and I'd be surprised if you remember."

"Well, I don't even really remember what I had for breakfast this morning, so...," Tony said with a shrug.

" _Leftover orange chicken mixed with scrambled eggs,_ " said FRIDAY's voice from the ceiling above.

"Thank you, FRIDAY," said Tony, rolling his eyes.

"Well, it was during the attack at the Stark Expo," said Peter. "Ten years ago."

"...Ah," said Tony, but there was a faraway look in his eyes. "Sorry, kid. That was… a real tough year for me." The man was lost in thought for a few more moments before he seemed to shake himself back to the present. "Anyway, follow me," he said, standing up from his stool and beckoning Peter. Tony led him around a bank of computers to a surprisingly clean desk with two office chairs in front of it. Tony took one of them and waved for the boy to sit in the other. Peter nodded and took the chair, dropping his bag to the floor as he sat. "Now then, Let's get you ready to go to SLA."

Hearing those words sent a brand-new spark of excitement through Peter's heart. One which was immediately followed by a thick cloud of nerves and doubt. All day he had been practically bouncing with excitement about being here, but now that he was sitting in the Tower there was nothing to distract him from the sizable undertaking he was facing.

_I want to hear him say it. Just one more time._

"Do you still think I can be a hero, Mr. Stark? Even without a Quirk?"

"Sure," Tony said, scratching his bicep. "It's gonna be tough, but I don't think being Quirkless will stop you if you've got the proper tools and know-how. Not to mention an awesome mentor. I mean, people without legs run marathons all the time, right?" He gave Peter a shrug.

_Not exactly what I was hoping for, but I'll take it._

"Okay," Peter said with a nod. "What do you think we should start with?"

"Well, kid," said Tony, leaning forward to focus on Peter, "if you're going into the hero business, do you know what the first thing you have to consider is?"

"Um…" said Peter, thinking hard. "Costume design? How to… how to use your powers?"

"Wrong," said Tony. "The number one thing to consider is branding."

Peter blinked.

"Branding?"

Tony raised an eyebrow. "Look kid, as a pro hero you've gotta have something that you can do better than anybody else. It's your MO, your specialty, the thing that makes you unique. It's what your entire hero career is gonna be built around." He jerked a thumb in the direction of the Iron Man suit. "For me, it's the suit. I designed it. I built it. I made sure that no one else can make one like it. That's one of the many things that makes me Iron Man. What we need to do for you is find out what your foundation is going to be." Tony leaned back in his chair and clasped his fingers behind his head. "The thing is that I can't exactly give you an Iron Man suit for the entrance exam. Any technology you use has to be either vital to the safe use of your Quirk or made personally by you and we really don't have enough time to teach you to make a functioning suit. So, to that end, let's talk about this glue stuff of yours. Is what you had earlier the final product or just a prototype?"

"Prototype," Peter answered, scratching the back of his head. "My dad was working on a couple of patents before he… Well anyway one of them was this idea for a molecular adhesive, but he never finished the formula. I've been trying to pick up where he left off, but it's slow going."

"And what you have now is goop," Tony said with a nod. "Well, once we've got that stuff figured out and you know how to use it, I think you have a chance at getting into the hero program." He trailed off before Peter saw a glint of mischief in his eye. "One day everyone will know the name of Paste Pot Pete."

Peter stared at Tony for a long time, unable to really comprehend the words he had just said.

"There is no way I'm ever picking that name," Peter said with a shake of his head. "Uh, sir. Mr. Stark."

"Eh, we'll workshop it," Tony said with a shrug. "Tell me more about this formula."

"Okay," Peter said with a nod as he stood from his chair. His eyes darted around the room before landing on a glass dry erase board on wheels. "One second," he said, jogging across the room before dragging the board back with him. He uncapped a red marker and began jotting down letters, measurements, and all the other necessary bits of information. He had been staring at the experimental formula for this compound since he had first been able to read, so he had no problem writing it down from memory. He drew a box around the original notes and then added his own adjustments to the area outside the box. When he was done, he stood aside and faced Tony. "Here's everything I got so far," he explained. "What do you think, Mr. Stark?"

Tony stood up and tapped his chin as his eyes took in the full measure of Peter's scribblings. As he studied it, his mouth curved into a small smile. When he turned from the board, he gave Peter a confident smirk.

"Better than I expected," he said. "Ready to do some science, kid?"

* * *

"Breathe, Jean. Make sure you breathe. Slowly in. Slowly out. Just focus on the world around you. Put yourself into a relaxed mindset."

Jean nodded and tried to follow the Professor's instructions. She was wrapped in a jacket as she sat on the wooden bench, eyes closed, and tried to put herself at ease. The chilly winter wind came through the campus gardens, rustling the branches above and making her hair tickle the back of her neck. Jean breathed in and out slowly, desperately trying not to time her breath to her nervous, racing heart. Her guts roiled, but she was determined to swallow her fears and push through. It was the best way forward.

_I need to become a hero. I need to keep up so I can be with Scott._

"Do you think you're ready, Jean?" Professor Xavier asked. His chair was hovering next to where she sat on the bench. Jean took a few more breaths before giving him a nod before she had the chance to try and talk herself out of it.

"I think so," she said.

"Then let's begin," the Professor said, taking her hand. "I need you to turn your focus inward. Pull yourself into your own mind, into your center. Feel the barriers that separate you from the outside world."

Jean focused on her breathing and followed along with the Professor's instructions. The more she focused inward, the more she had an overall feeling of peace. Eventually, she felt she was ready.

Jean's eyes _opened_ and she found herself standing in a void. In every direction was a murky gray wall. She let herself float over to get a closer look. Up close, the barrier had the consistency of a wet sand castle and Jean could see parts of it trying to escape and float away. In the past, she had exerted control over this barrier, willing it to stay together and hold fast. She almost did just that out of habit, but stopped herself.

She was not going to hide from her power anymore. She was going to move forward.

From a million miles away in the physical world, Jean heard a voice calling to her.

"Are you there, Jean?" the Professor asked.

"I'm there," Jean answered, putting additional effort into her words so that she spoke them in the physical world as well.

"Then I will help you clear the barrier," the Professor responded. Immediately, it was if a floodlight had activated just on the other side of that wall. Streaks of light pierced through the barrier like the sun's rays through a cloud bank. Jean swallowed, but held her trembling had toward the wall.

"Crumble…" she said quietly.

The wall before her began to fall to pieces, allowing more of the Professor's light in.

"Crumble."

The barrier was now falling apart in chunks, its pieces disappearing from existence in an instant. More rays of light came through. Jean's breath caught in her throat when she heard whispers coming from the other side of the barrier. She almost stopped what she was doing right then and there. The mere thought of experiencing that Noise again was enough to send shivers down her spine, but she just gritted her teeth and continued. She needed to do this.

"Crumble!" she yelled.

The entire barrier shattered.

 _Professor Frost is so freaking hot did we have homework yesterday why is she staring at me like that I sure hope they aren't serving chicken again wow that guy is tall I don't think Alex will be missing his wallet_ Jean _why hasn't mom called me back we are gonna get in so much trouble for this the square root of nine thousand and oh my god shut up the minute we get back I'm out she hates me I know she does how could he even think that I really need to get this shower cleaned_ Jean, please listen to my voice _alpha bitch whether she knows it or not_ Jean, can you hear me _when is this lesson going to be over_

Jean could feel the tears pouring down her face as she clamped her hands over her ears, desperate for some relief from the avalanche of Noise. That, however, did nothing to quell the flood of voices all going off directly into her brain.

 _What is the deal with Scott what does he see in her she's always whining and crying about how bad she's had it we need to get back to the point I was trying to make the pyramids of Egypt were made for I wonder where Tippy-Toe went my arm is falling asleep several hundred years of evolution it's not that it's that she's being a total hypocrite that makes no sense and goes against pre-established taaaaaake onnnnnn meeeeee why do those guys have to be such_ Jean you have to focus on me _who do they think I am their own personal ice machine yes Felicia I see you trying to take that wow his costume is just hideous_

It was too much.

Too much…

Too much…

_does anyone give a crap about where's Jeff he's supposed to show me his report oh God please let her say yes why does Dad have to call me right now my brain is made of pudding oh man I love this song who does he think he is Captain America this is the most boring report I've ever done in my life can I hide this in my pocket I just know they're planning my birthday at_ **JEAN!**

The sudden shout made Jean aware of a new presence in her mind. A pair of hands gently cupped her face and tried to pull her up.

"Jean, I need you to focus on me. I'm trying to help you. Remember what we talked about all those years ago. Your mind is filled with many doors. Doors can be closed."

"I can't…" she whimpered. "I can't…"

"You can, Jean. Open your eyes."

With a herculean amount of effort, Jean managed to open her eyes. She had curled herself into a ball and the Professor was kneeling in front of her, holding her face in his hands and giving her his most comforting look. The two of them were in the middle of a swirling tornado made of open doorways. The Noise was pouring out of them, an unstoppable avalanche of voices that threatened to completely overwhelm her.

"You can do this, Jean," the Professor said. "This is your mind. You control what happens here. Just close a door."

Jean blinked tears from her eyes before pulling herself to a more upright position. The swirling storm of doors continued to spin around her, but her eyes managed to latch onto one door in particular. With focus, the door stopped spinning.

_I can't believe this is happening to me. I was so sure the report was due on Monday, not today! I've barely started it! How am I going to-_

With a thought, the door closed and vanished.

It was equivalent to a single drop in a water bucket, but it was enough to give Jean hope. One after another, she focused on doors and closed them. And one after another, the voices were silenced. It could have either taken a few minutes or a few days, but eventually all the doors had been banished. All around Jean and the Professor was an empty white void.

And silence. Wonderful, blessed silence.

**Notes for the Chapter:**

> AN: Fun fact, there are 7 story-relevant thoughts in that big psychic storm that Jean experienced. Can you find them all?
> 
> I'm gonna try and get one more chapter of Excelsior out as soon as I can, and it's one I know that a lot of people here are going to like. You might even say that people could just... sink their teeth into it.
> 
> See you next time, guys. Please leave a review and have a great day.


	6. Quirk Potion Number 8

**Notes for the Chapter:**

> Hello and welcome! I hope everyone is excited for a new chapter of Excelsior! This chapter was so much fun to write and I hope you all get just as much enjoyment out of reading it.  
> As always, eternal thanks to my lovely beta annbe11. If anyone here has an interest in the world of Aladdin and in tigers, be sure to check out her story Rajah's Curse. It's a great story that needs a lot more readers.  
> Enjoy the chapter and be sure to leave lots of comments :)

**Three Weeks Later** **…**

**Tony Stark** **'s Workshop, Stark Tower**

Peter stared through the lens of the microscope, quick tempoed jazz playing from the cell phone sitting nearby on the workbench. His gaze was fixed on the small sample of adhesive he had placed under the microscope some time ago. His anxious hands kept moving, spinning a pen around his fingers before clicking the nib out and then repeating the movement again. Still, he watched and waited. When the bonds between the particles of adhesive began to dissolve and break, Peter's eyes snapped to his watch and then to the open notebook beside him.

"Sample of formula two-point-one now manages to maintain adhesive bonds for twenty-five minutes," he muttered to himself as he jotted down notes. "Huge improvement over two-point-oh, but still not long enough to make a viable capture tool against criminals. Sizable chance that bonds would dissolve before arrival of police.".

Peter put down his pen and scratched his head, staring at the new version of the adhesive formula he had made. The focus of version two was to increase the time before bonds broke down. Peter was hoping to increase time to at least one hour so that he could focus on adhesive strength for version three.

The formula had improved dramatically during his time with Tony, but Peter couldn't shake the feeling that he was missing something. Something that should be right in front of his face. Something…

Peter groaned and lifted his glasses to rub his eyes. He had been staring at that microscope for way too long and it was time for a break. He replaced his glasses and walked away from the workstation, swiping his cell phone on the way.

Out of the many perks that came with working for Tony Stark, one of Peter's favorites had to be the new phone. Tony had taken one look at the old flip phone Peter owned and had almost had a heart attack. Less than five minutes later, all of the information on Peter's phone had been transferred to a super-advanced Stark Industries cell phone. Its body was a bizarre transparent slate with a protective border around it, but all interfaces and screens were holographically projected onto the slate surface. It had amazing sound quality, incredible battery life, and could download an entire music album in about a second and a half. It was also piggybacked onto a coverage plan for Stark Industries so that essentially meant that Peter had unlimited talk and text until Tony decided to fire him.

Another great perk of working with Tony was that he always kept snacks in stock. One corner of the workshop that was relatively free of scientific equipment had a fridge and a few cabinets filled with chips, sodas, and other foods. Everything necessary to keep a super-genius going. After searching through the cupboards, Peter sat down with a candy bar and an apple for a well-deserved break.

Peter had been coming to Stark Tower three afternoons a week for the last three weeks. In that time, his technical knowledge had practically exploded. He sucked up every kind of lesson that Tony had to teach him, from thermodynamics and organic chemistry to soldering and alloy creation. It had been a truly incredible experience to spend so much time here working alongside Tony. Granted, Tony Stark wasn't always the perfect teacher. He tended to have a bit of a sink-or-swim mentality toward his lessons. It was just a good thing that Peter was able to swim most of the time. Peter still remembered the warning Tony had given him on his second visit to Stark Tower.

" _Kid, I am the Number One Pro-Hero and CEO of a multinational company. On top of that, I am a genius billionaire philanthropist. My time is literally worth thousands of dollars. I am not Google and I am not Wikipedia. If you have a problem, I want you to at least make an effort to find the answer on your own. If you come to me with a question you could easily figure out, I will ignore you. Worse, I will judge you. Now let's get to work."_

And being able to work on devices, concepts, and formulas next to Tony Stark was a dream come true for Peter. Of course, one of Peter's biggest dreams - and he had said as much to Tony - was to get a look at the inner workings of the Iron Man suit. Tony had just laughed and moved on with the current lesson.

 _One day_ _…_ _One day I_ _'ll get a look inside that suit._

Today, however, had been a bit different. When FRIDAY had picked him up from school, she had passed along a message that Tony wouldn't be around tonight. In fact, the message had been a recording of Tony that said 'Hey kid. Sorry I can't be there with you today. Got this super big villain hideout raid going on. Might get exciting. Might not. Just do some independent study for today. I left your web chemicals on the counter and there's a sandwich in the fridge. See you later. Have fun, kid.'

Peter had checked. There was no sandwich.

And now here he was. He'd spent much of the afternoon and early evening working on his dad's formula and it was coming close to the time when FRIDAY would give him a ride home. In fact, he was just pondering if he would be able to convince FRIDAY to stop and get a burger on the way home when the AI suddenly spoke to him.

" _Hey, Peter. Just wanted to let you know that the boss just got back. He_ _'s upstairs in the penthouse if you still wanted to talk to him._ "

Peter smiled as he took the last bite of his apple and tossed his trash in one of the bins.

"Thanks, FRIDAY. I'm on my way up."

One short elevator ride later, Peter walked into the penthouse apartment. The large open living room had an absolutely stunning view of Empire City, especially during sunset. Peter looked around the room and saw Tony sprawled on one of the couches. He was dressed in a black bodysuit over his weird frame suit and was taking deep shuddering breaths with his hand plastered over his chest. Peter could have been wrong, but he swore that Tony's arms were shaking.

"Mr. Stark?" Peter said cautiously. Tony jolted in his seat and spun his head to face Peter, his eyes wide and panicked.

"Kid?" he asked, looking confused after a moment. "What… what are you doing here?"

Now it was Peter's turn to look confused. "Mr. Stark, it's Friday. I come in on Fridays, remember?"

Tony blinked for a moment before he nodded in understanding.

"Right, yeah. It's Friday."

"Are you okay?" Peter asked, now halfway across the room to Tony. "You look like you're hurt."

"Nah, I'm fine," Tony said with a shake of his head. "I'm good. How's the glue stuff coming?"

"Oh, well," said Peter. "It's coming. I've managed to make version two-point-one last for twenty-five minutes. I'm thinking of a few things I could add to the formula to try and slow down the decay of the bonds, but I think that will need to wait until the next time I come in."

"Cool," Tony said, trying to control his breathing. He stood up from the couch and walked toward a bar set against the other side of the room, causing Peter to notice Tony was limping on his left leg. Tony opened the fridge under the bar and pulled out one of those foreign orange sodas before taking a long pull from it. Peter scuffed his feet against the tiled floor before swallowing any apprehensions he still had. The time was now.

"Hey, Mr. Stark?" he said.

"Ahh," Tony said, lowering the soda bottle. "What's up, kid?"

"I wanted to ask you something. You probably know that the Stark Expo is coming up next week, right?"

"Yeah, I knew that," said Tony. "I tend to keep track of things that have my name on them."

"Right," Peter said. "Sorry. Anyway, you wouldn't happen to have any extra tickets, would you? My friend Ned and I have wanted to go to an Expo together for a really long time." Peter cringed a little and looked off to the side. "I mean, only if you're able. Or you want to. Or-"

"Okay, kid," Tony interrupted, taking another sip from the soda. "Hey, FRIDAY."

" _Yes, boss?_ " the AI asked.

"Would you be a doll and get this kid two VIP passes for the Expo?" he said before draining his soda and tossing it in a bin.

" _On it. They_ _'ll be in the mail by tomorrow morning,_ " said FRIDAY.

"Thanks, FRIDAY," said Tony. He looked back at Peter whose jaw had now dropped wide open. "Shut your trap, kid. You're gonna catch flies." Peter did so.

"Wow," he said. "Mr. Stark, t-thank-."

"No problem, kid," said Tony, limping into the elevator. "I'm gonna call it a night if that's all the same to you. Looooong day. Grab a soda from the bar before you have FRIDAY drive you back. I'll see you later, kid." With that, he pressed the button and the elevator closed, letting him ascend to the sleeping area on the floors above and leaving Peter standing there like a fool.

It only took another five-point-three seconds before Peter had whipped his phone out and started texting Ned.

The two of them were going to the Stark Expo.

* * *

**SLA Primary Campus, Salem North**

Pleasant, soothing birdsongs echoed through the bamboo garden as the wind whispered through the leaves above. In the middle of a clearing in the bamboo, Jean Grey had been sitting cross-legged on a bed of grass and leaves for most of the last two hours. Her jaw was clenched hard enough to hurt. Sweat dripped from her hair and down the sides of her face. Her fingers were curled into claws and her whole hand shook. She had had a splitting headache for the past half hour, but she kept on going. Jean was determined to win this battle against gravity.

She tried to focus on her breathing, not taking her eyes off of the two barbell weights floating in front of her. She had been expending her energy and effort to keep them floating in the air off and on for her entire lesson and she was determined to break her record. Her eyes darted to the clock sitting next to her on the grass, but her lapse in attention caused the two weights to wobble in the air.

"Keep your focus, Jean," Magneto said from where he sat behind her in the clearing.

"Yes, sir," Jean said, reaffirming her control over the floating weights.

_Keep going. Just ten more seconds._

The weights were twenty pounds each, well within her much-decreased weight limit, but what made it difficult was the fact that she was having to focus on two of them. Jean had barely been able to multitask on any object bigger than a notebook for the past year, but things had been different since the Professor helped her take down her barriers. It was like there was a clarity to her mind that she hadn't felt in a long time.

Just when she was feeling confident that she could beat her record for holding these weights, two things happened at the same time. The first one was the metallic CLANG of an identical twenty-pound weight dropping on top of each of the weights she was holding. The second was a physical sensation that Jean could only describe as feeling like someone was trying to yank her brain out through her nostrils.

"Gah!" she gagged as all the barbell weights fell to the ground with dull clunks, entirely out of her hold, and she just barely managed to prevent herself from falling over with them. She closed her eyes against the now pulsing migraine in her head as she also found a dampness on her face.

"Not what I was hoping for," said Magneto as he stood up walked around to face her. "You won't get yourself any stronger by staying within your comfort zone. You have to push through the pain. I know that Charles always has a 'go at your own pace' approach, but the Entrance Exam isn't going to wait until you're ready. You have to go past your limits if you ever want to excel at this school."

"That really hurt, Magneto!" Jean gasped. "My skull feels like it's cracking open!"

"Don't dwell on it, Jean. It's all in your head."

"That's… kind of what I just told you."

"Not like that," he said, rolling his eyes. "Your Quirk is incredibly powerful and is only defined by limits your mind has set for itself." Magneto crossed his arms over his chest and gazed down at her. "It's all in your head and you must work to free yourself of those restrictions if you want to fully utilize your Quirk."

Jean finally managed to clear her head and wiped at the dampness around her mouth, only for her fingers to come away red. Her nose was bleeding again. She glared up at Magneto and showed him her fingers.

"Is this all in my head too?" she asked angrily.

"Strengthening you your body against the effects of your Quirk will be just like exercising a muscle" answered Magneto, not looking particularly concerned. "You must work it to exhaustion and break it down before it can become stronger. You have grown far weaker than should have been allowed and we must work harder than ever to build up your strength."

"And what's the use if you kill me while doing it?" Jean demanded, rubbing the blood away from her face. She took a deep breath between standing up in front of Magneto. "I really am trying to get stronger, Magneto. I just don't want to give myself a stroke just for the sake of lifting weights."

"And what will you do when someone else is in danger?" Magneto demanded. "What will you do when an ally has fallen over a ledge or if a building is collapsing on top of you? Will you just curl up into a ball and wail in pain or will you decide to actually act like a hero." Magneto let out a sigh before walking past her. "End program."

All around them, the bamboo garden suddenly melted away. The birdsongs were silenced and the wind ceased to blow. In seconds, the garden had been replaced with a bare room made of metal, projectors on the ceiling and walls whining slightly as they powered down. SLA had many of these hard-light projection chambers, known to the students as Danger Rooms, scattered around the expansive campus. They ranged from a moderately sized room such as this one for small-scale training and recreation to rooms the size of coliseums designed for exercises involving entire classes. This was one of two smaller Danger Rooms in the main mansion of SLA. Before Magneto departed through the door that had just appeared, he stopped and turned back to face Jean.

"If I had my way, I'd have started working with you six months ago, but we don't have the time to take you where you need to be. You need to decide for yourself to start actually living up to the school motto, Jean. 'Go Beyond. _Excelsior_.' Otherwise, you will fall far short of your potential." After a pause, he walked through the door. "I'll see you at dinner."

"See you," Jean muttered quietly. She shouldered her backpack and left the Danger Room, intent on getting a shower and a change of clothes before dinnertime. As she walked, she thought over Magneto's words.

' _Go Beyond'? How am I supposed to go beyond? The only way I'm performing to Magneto's standards is when I've got blood pouring out of my nose. I… I'm not sure I can do what he needs me to do. I should talk to the Professor. Maybe he can talk some sense into Magneto._

Jean set a course for the third floor, pulling a spare shirt out of her bag to wipe her face clean of blood. As she reached the top of the last set of stairs, she checked her reflection in the window and found her appearance to be good enough to converse with people. Taking a deep breath, she walked down the hall and knocked on the Professor's door.

"Come in."

Jean pushed open the door to see Professor Xavier sitting by the fire and reading a read leather-bound book. He looked up and smiled at her.

"Hello, Jean," he said in a welcoming tone of voice. "How are you? It looks like you're working hard with Erik."

Jean swallowed. "Professor," she said. "I want to talk to you about Magneto's training. I think…" She took another breath as her fingers curled into fists. "I think that it might not be the best fit for me."

"Oh?" said the Professor, setting his book aside. "What makes you say that?"

"He's… he's never satisfied with me. No matter what I accomplish, he expects way more than what I'm capable of doing. Every single session ends with blood coming out of my nose." She tried to loosen up a little and ran a hand through her hair. "I just… I just can't keep up with his expectations. I don't think this is the way I should be trained and I was hoping we could figure out a different way I could get trained."

"Hmm," the Professor said, tapping his fingers against the armrests of his hoverchair. "I might need to disappoint you in that regard, Jean."

"What?" Jean asked, her eyes going wide.

"Erik and I discussed at great length what sort of training you should receive and what we came up with was the best plan to make up lost ground and to get you ready for the Entrance Exam."

Jean stared at the Professor, unable to say a word.

"I do understand that this training is hard for you, Jean," he said, guiding his chair closer to her, "but we both agree it is the best way to prepare you. I trust Erik to know the best way to bring out your potential and I promise that his training will all pay off when you make it to the Entrance Exam. Do you understand, Jean?"

Jean swallowed before silently turning around and walking out of the office.

"Jean?" she heard him say. She kept walking.

 _Jean?_ she heard in her mind when she reached the end of the hallway. She just shook her head and closed the doors into her mind. She didn't want to talk to him anymore.

As if in a daze, Jean made her way down to the first floor in one of the drawing rooms on the south side of the mansion. There was a comfortable window alcove that Jean liked to sit in and relax. She leaned against the cool glass of the window, looking out at the flower gardens and beyond them to the trees of the expansive estate.

And so she sat there, trying very hard not to think about Magneto or the Professor or-

"Hey, Jean."

Jean came back to the present and turned to face the door, where Scott stood. She gave him a watery smile.

"Hey Scott," she said quietly. Scott started walking toward her. His expression had looked happy, but now it turned worried.

"What's wrong, Jean?" he asked.

She considered telling him that nothing was wrong but turned that down in an instant. She didn't think she could fool anybody right now.

"I had my training with Magneto today," she said as Scott sat down next to her. "Things went overboard again."

"Your nose started bleeding?" Scott asked. When Jean nodded, he sighed and took hold of her shoulders. "Have you talked to the Professor about it?"

"Just came from his office," she answered. "He said he agreed that this was the best way to train me. The best way to get me ready for the Entrance Exam."

"Jean, if this training is hurting you, you shouldn't go so far with it," said Scott.

Now Jean felt confused. "Scott, you said so yourself. We need to train hard so we give a good showing at the Entrance Exam, right?"

"Well, yeah I did, but…" Scott looked askance "Maybe not you, Jean."

"What?" she said in surprise.

"I just… I think you should talk to the Professor about doing the private test. It will be a lot simpler than whatever crazy thing they cook up for everyone else. I…" His hands moved down her arms and he intertwined their fingers. "I just don't want you to get hurt, okay?"

Jean looked down at their joined hands and then looked up into his face, staring at her reflection in Scott's glasses. It was times like this that she really wished she could look into his eyes. What color were they? Sky blue? Stormy gray? Maybe nut brown? Or were his eyes just as red as his optic blasts? Odds were she'd never find out.

Jean looked back down at their hands and gave his fingers a comforting squeeze.

"Okay," she said before giving him a better smile. "I don't want you to worry about me. We can talk to the Professor about me taking the other test."

Scott let out a relieved sigh and kissed her on the forehead. "Thanks, Jean," he said.

Out in the hallway and unknown to the both of them, Magneto stood against the wall listening to their conversation. His fingers drummed on one of the biceps of his crossed arms as the two of them continued to sit by the window.

"Hrrmm," he grunted to himself as he went on his own way. "Need to talk to Charles about this."

* * *

**One week later** **…**

**Empire City**

"We're here, Peter!" Ned practically squealed excitedly. "We're actually here!" Peter had to laugh at his best friend, who currently had his face pressed up against the windows of FRIDAY's limo. Outside the vehicle, Peter could see the convention center coming into view, decorated with signs and banners showing that this was, indeed, the Stark Expo. He had a joyful smile of his own, his brain buzzing with excitement and thoughts of the kinds of things they would see today.

Ten years ago, the Stark Expo had been held at a large fairground in The Burbs, a place filled with pavilions and conference halls that showcased the ideas and technologies of the future. That was the Expo that Peter had gotten to attend, but everything had descended into a full-scale battle before he really had the chance to enjoy it. Since then, the Stark Expo had been held in an indoor convention center in Midtown West close to the pier. The Expo was not quite as sprawling as it had been in the past, but it was still one of the international capitals for showing off scientific innovation.

FRIDAY pulled the car up to the curb before her hologram in the driver's seat turned its head to talk to them.

"Alright boys," she said. "Here's your stop. I'll be around, so just give me a call when you want me to come pick you up."

"Thank you!" shouted Ned before opening the door and leaping out of the car.

"Thanks for the ride, FRIDAY," Peter said to the hologram.

"No problem, Peter," she said with a smile. "And if you ever need me for something, just let me know."

"You got it," Peter said before he climbed out of the limo. Ned was some distance on the sidewalk and looked liable to take off running on his own if Peter didn't hurry up after him. Thus, Peter immediately hurried up after him.

If the ticket checker at the gate felt anything was weird about two middle school boys wearing VIP badges, she didn't make any mention of it as she waved Peter and Ned through. As soon as they are through the front gate of the Expo, they are away like a pair of bullets. They ducked around photographers and weaved out of the paths of the packs of people in lab coats until reaching the main floor of the Expo. It looked like an absolute paradise to the two boys. Everywhere they looked there were displays and tiny pavilion exhibits set up to show off new technologies. There was everything one could possibly imagine. From superfoods and advanced medicine to futuristic sports cars and microscopic robots. There were so many things they wanted to see that it was an ordeal just for the boys to figure out where to start.

* * *

Donald Menkin hated the Stark Expo. Not only did it come with an enormous workload on his shoulders to organize people and resources toward setting up Oscorp's displays, but the act of being at the Expo was always a lesson in humiliation.

Oscorp was the only company in America that came close to Stark Industries' position as top of the market and everyone knew it. Everyone also knew that Tony Stark and Norman Osborn had a bitter rivalry that stretched back decades. Because relations between the two companies had to remain _officially_ civil, though, Oscorp was still allowed to set up displays for their products at the Stark Expo. Of course, every single time they did Stark Industries made sure to put their most impressive and eye-catching display directly across from the area assigned to Oscorp. Any convention-goers who had even a chance of stopping by to see Oscorp's life-changing genetic research would be immediately taken with whatever mad science experiment Tony Stark had likely thought up the week prior and ignore them completely. This year it was a new type of arc reactor that Stark Industries believed would soon be capable of powering an entire city for at least ten years.

Donald scowled and turned away from the Stark display. Every second spent here was an embarrassment, but Mr. Osborn was adamant that he and the other researchers at the Expo do their damnedest to get attention for Oscorp, no matter what, and that Donald, in his capacity as Mr. Osborn's assistant, stayed on-site to oversee their display and make sure everything ran smoothly.

Currently, Donald was just finishing a phone call with a delivery company whose truck had somehow managed to get lost on the way to _the biggest event in the city_.

"Look, Alan," Donald snapped into the receiver of his phone while covering his mouth with his free hand, "if that truck does not make it here within the next twenty minutes, you'll be out of a contract. And if we're feeling generous, we won't force you all into bankruptcy on our way out."

He smashed the disconnect button as if it had personally offended him before shoving his phone in the pocket of his suit and running his finger through his hair. The experience of preparing for this particular Stark Expo had been one setback and screw-up after the next. Things were getting to the point that he'd be surprised if his hair wasn't thinner by the end of this week. Just as he was shaking out a few more headache pills from the bottle he kept in his pocket, one of the scientists rushed up to him, his face white as a sheet as his thick brown mustache wobbled pathetically.

"Mr. Menkin, I… I think we have a problem."

"What now, Warren?" Donald demanded. "Haven't you and your colleagues caused Oscorp enough headaches already?"

"Well, sir…" Dr. Warren said, tugging at the collar of his starched shirt before readjusting his thick glasses. The man's hands were shaking and there were drops of sweat trailing down his brow.

"Spit it out!" snapped Donald, crossing his arms. Dr. Warren's reactions were starting to make him nervous. Warren was one of their heads of genetic engineering and was normally an unflappable man. Whatever had him spooked must be… No, he needed to know the situation before he got too far.

"M-my assistant and I were setting up the specimen containers, you see," said Dr. Warren, clasping his hands together to try and stop their shaking. "Something went wrong and a few of the containers got knocked over. We finished setting them up, but it seems like the hatch to one of the containers was damaged. We turned our backs for a few seconds and when we looked again, the hatch was open." Dr. Warren looked at Donald with terror, his pupils as small as the eye of a pin. "Specimen Eight is gone."

Donald's eyes widened. This… this wasn't good. This wasn't good at all. The business side of Donald's brain went into overdrive, coming up with ideas and doing a cost-benefit analysis on all of them. He needed to get in touch with Mr. Osborn and get instruction from him. But in the meantime…

"Pack up," he said to Dr. Warren. The man looked confused.

"Mr. Menkin?".

"Pack up everything. Now. The displays. The tables. All of it. We're leaving. I need to call this in." He turned from the doctor and pulled out his phone before Warren suddenly grabbed his arm.

"But we can't leave!" he said frantically. "We need to try and find the specimen!"

Donald snarled and grabbed Dr. Warren by the shirt collar and yanked him close until they were almost nose to nose.

"A specimen created by Oscorp's genetic engineering has just gotten free in an uncontrolled public environment," he snarled quietly. "If anyone in this building gets hurt and it gets tied back to us, it's our heads on the chopping block. Or, to be more specific, _yours,_ Dr. Warren." The man's face somehow managed to get even paler. His bouncing mustache only further emphasized his quivering lip. "All we can do right now is try to get out of here before something happens. The retrieval of your specimen is not important." Warren looked like he was going to offer a meek protest, but Donald silenced him with a glare. "Now, doctor, I highly recommend you shift your priorities toward telling all your coworkers to grab their shit and get everything off the premises as fast as possible. Understand?" The doctor nodded rapidly as Donald released him before he scurried off to inform the others. Donald pulled out his phone and tried to figure out what he was going to say to Mr. Osborn.

Heads were going to roll for this, and he wanted to make sure his wasn't one of them.

* * *

Peter and Ned were wide-eyed as they walked through the cluster of exhibits by companies specializing in Hero Support gear. The exhibits are almost all hands-on, some of them manned by researchers and engineers eagerly demonstrating their new devices. There was advanced night vision, a deep-sea diving suit, and a headset that gave you omnidirectional surveillance. Peter was particularly excited when he tried that one, only wishing that the headset could fit over his glasses so he could have a clearer view.

Next on their trip was a visit to the Stark Industries area. Displays of Stark Industries technology dominated an entire corner of the convention floor, where demonstrators showed off new advancements in clean energy generators, smart appliances, and cutting-edge security devices. On the edge of the Stark Industries area, there was a display for the prototype of what could become a city-level arc reactor and the two boys spent a few minutes gushing over the possible implications of technology like this.

Neither of them paid attention to the Oscorp display being rapidly disassembled behind them.

They continued walking down the avenue, stopping to look at and discuss the different pieces of tech they saw. Sometimes they made ideas of what it could be used for while for others they quietly discussed modifications and changes they would make to such a device or concept. All in all, the two of them were absolutely having the time of their lives.

As they came to the center of the avenue, however, they both stopped in front of a particularly extravagant exhibit. Two tower-like structures were arranged six feet apart from one another within a roped-off area and each had an almost bowl-like dish pointing towards each other at the top of those towers. As Peter took in all of the display, his eyes landed on a man in a lab coat working on a tablet while addressing a crowd of people gathered around him. Peter gasped in excitement and began shaking Ned's shoulder.

"Ned! Ned! Do you know who that is?!" Peter said, pointing to the scientist.

"Um…" Ned said in thought as he stared at the man. "I don't think I do. Who is he?"

"That's Dr. Farley Stillwell! He's the premier specialist in the field of neogenics, the study of Quirks. I've read so many of his published studies. This guy is amazing!" Peter grabbed Ned by the arm and dragged him toward the crowd. "C'mon! I wanna see what this thing does!"

By the time the two of them managed to worm their way to the front of the crowd, Dr. Stillwell had started giving a presentation.

"...and thanks to years of research done by myself and my coworkers, we are finally unveiling the device you see before you. The Neogenic Recombinator." He gave a dramatic pause, probably in case any members of the audience were to gasp upon hearing the device's name. "Our research into humanities genetic code has led to the discovery of numerous markers and genes that, if altered in just the right way, can lead to the development of Quirks where none previously existed." Now some members of the audience did gasp, including Peter. He could feel butterflies in his stomach. "Currently, we have had some positive results with using our device on cell samples, but we are still working out a foolproof design to the device and the energy it projects. Once that is completed, we'll move forward to treatment on laboratory animals and eventually to human trials. Who knows? Within the next ten or fifteen years, we could create a treatment that will cure Quirklessness."

As the crowd applauded Dr. Stillwell, Peter felt his stomach drop into the floor. A possible solution to his Quirklessness had been dangled in front of him only to be snatched away as soon as it appeared.

Back by the machine, Dr. Stillwell nodded to a nearby assistant who started tapping on a tablet. Blue energy crackled from the dishes atop the two towers as a platform rose up from the base of the device, lifting a metal capsule high enough to be directly between the two dishes.

"This capsule contains Quirkless human stem cells," continued Dr. Stillwell as what looked like bolts of electricity began to spark from the towers. "When they are exposed to the energy from the Recombinator, we hope to find that they now carry the genetic markers of Quirk development. Andrew, if you would?"

The assistant tapped the tablet again and suddenly blue beams of energy were projected from the dishes, meeting in the middle to coalesce around the capsule. The audience 'oohed' and 'ahhed' for a moment while Peter just stared the capsule currently being blasted with energy. After a few seconds, the beams shut off and the capsule was lowered once again.

Nobody noticed the small black shape that emerged from one of the dishes before ducking out of sight.

Peter and Ned stayed by the display as Dr. Stillwell took a few questions from the crowd. Peter wanted to ask a few questions of his own, but he suddenly found his mouth to be entirely uncooperative. Ned looked between the Recombinator and Peter before shaking his friend's shoulder.

"You wanna take a breather?" he asked when he finally had Peter's attention.

"Y-yeah," Peter said, giving a nod. They walked a bit further down the avenue before they both leaned against one of the thick columns supporting the ceiling high above them. "This is… pretty crazy stuff, isn't it?"

"Totally," Ned nodded. He smiled at Peter and gave him a playful nudge. "Hey man, thanks for bringing us here. I'm gonna remember this day for the rest of my life."

Peter laughed and returned the nudge. "Just wait until we're setting up our own displays here after we graduate. It's gonna be crazy." Peter let out a relaxed sigh and looked around the convention floor. "Wanna go take pictures by the sports cars next?"

"You read my mind, Pete," Ned said with a nod. "You think they'll let us pose for pictures in the-!"

Ned suddenly gasped. When Peter looked at his friend, Ned's face had gone white. His mouth hung open and his eyes were wide with fear.

"Ned?" Peter asked. "What's wrong?"

"Pete… your hand…"

Peter looked down at his hand and instantly felt panic flood his body. Sitting perched on his hand was an absolutely massive spider. Eight long legs supported an abdomen that was easily the size of Peter's fist. Its body was black and hairless and its exoskeleton seemed to shine in the light. Now that he stared at it, he could feel the tiny, hook-like hairs clinging to his skin as it sat contently on his hand. On the back of the carapace was the number eight written in yellow paint. The most alarming feature of the spider is that it seemed to be faintly glowing. Peter swore that he could see bolts of blue light below its carapace.

Peter desperately tried to control both his breathing and the scream that was desperately trying to break free. His eyes shot toward Ned.

"Ned!" he squeaked. "Help!"

Ned barely hesitated before he began taking off his jacket to swat the spider away. Peter's gaze turned back down to the spider. Every iota of thought was focused on staying as still as he possibly could. He stared down at the creature clinging to his hand and then suddenly found the spider meeting his gaze with its eight beady black eyes. They seemed to stare at one another for a small eternity.

And then the spider bit him.

Peter screamed, jerking his hand and flinging the spider away from him. He clasped his other hand around the bite and screamed again. It felt like somebody had stabbed him with an icicle before setting the wound on fire. His body was in agony. It was as if there were molten metal flowing through his veins instead of blood. His nerves were crying out in pain as he lost his balance and toppled over.

"Pete!" Ned shouted, dropping to his knees next to him.

It hurt. Everything hurt. His vision was swimming. Everything was a haze, even though he didn't remember taking his glasses off. All colors around him dulled and every speck of light suddenly seemed a hundred times brighter.

"Kid! Kid!"

Suddenly there was someone else kneeling over him. He was dressed casually and wouldn't have stood out in a crowd, but it only took a moment for Peter to see through the baseball cap and sunglasses the man was wearing.

_Mr. Stark?_

Peter opened his mouth to ask what he was doing here but the only thing that came out was the remnants of his breakfast as he vomited onto the floor. He heard Tony yelling for someone to call an ambulance, but it was as if he were hearing everything from the bottom of a pool. His nausea was worsening by the second. He couldn't breathe. His tongue felt too large for his mouth. He shivered and shuddered.

_So_ _… cold…_

"Kid, keep your eyes on me!" said Tony, holding Peter's chin. "You have to stay focused! Eyes on me!"

_Sorry_ _… Mr… Stark…_

Peter blacked out.

**Notes for the Chapter:**

> I just wanted to mention that I made a few changes to the previous chapter. Just making the Stark Expo an annual event and changing a bit of Tony's elevator. Nothing major.


	7. Inexplicably Amazing

**Notes for the Chapter:**

> Eternal thanks to my lovely beta annbe11.  
> Please be sure to check out her story Rajah's Curse.

**Empire City**

The first thing Peter became aware of was that his throat was dry. Almost like he had decided to gargle a desert before going to bed. The second was that there was a very annoying buzzing coming from overhead as well as a beeping from somewhere near him. There was a brightness as well, so bright that Peter squeezed his eyes tight against it. He tried to move his head away but his movements were sluggish, like there was a significant lag between his brain the rest of his body. When he finally managed to open his eyes, he was almost blinded by the white glare around him. A few moments later, things came into enough focus that he could see the world around him.

He was in a hospital room, currently lying in a bed with a scratchy blanket pulled up to his chest. Fluorescent lights buzzed above him while a beeping heart monitor stood next to the bed. The window blinds were open Peter groggily looked around, letting his eyes skate over the room. When his gaze reached his opposite bedside, he blinked in surprise.

Aunt May sat against the wall, her head drooped in sleep and an open paperback book laying in her lap. Peter opened his mouth to give her a greeting, but all that came out was a gravely rasp. Still, She jolted awake at the sound — she had always been a light sleeper — and focused her gaze on him.

"Peter!" she cried happily, practically flying from her chair to wrap her arms around him. Her grip was as strong as steel, but Peter couldn't even find it in himself to complain. After a bit of effort, he managed to lift his arm enough to wrap around her back in a weak hug.

"Hey, Aunt May," he croaked.

"Thank God you're okay," she said, "I've been so worried."

"Can… can I…" Peter said in his dry voice.

"Oh!" said May before immediately letting him go and grabbing a cup with a straw in it. "The doctor said if you woke up you could drink this." She held the straw up to his lips and Peter drank. He could never remember water tasting so good and would have downed the entire cup in one sip if Aunt May didn't pull it away. With his throat moistened, he was able to look at May with a little more focus.

"How long have I…" The rest of the question was lost in a cough, but May seemed to understand.

"You've been asleep here for two days," she answered. She gave him another big smile. "I'll be right back. I'm going to go get your doctor." She gave him a kiss on the forehead and stood up. "I'm so glad you're alright."

With that, she walked out of the room. She was only gone for a few minutes before she walked back in followed by a woman with short blond hair and a doctor's coat.

"Welcome back to the waking world, Mr. Parker," she said brightly. "My name is Dr. Atwater. I'm the one who's been taking care of you during your stay here."

"Oh," said Peter dumbly. "Hi." He gave a little wave.

"Hmm," she said, giving his hand a look as she dragged a chair closer to his bedside. "You've got your motor functions back so soon after waking up. That's surprising."

"It is?" Peter asked.

"Surprising, but a very good sign," Dr. Atwater said with a smile. She sat down in the chair and leaned forward. On the other side of Peter's bed, Aunt May retook her seat. "Do you remember why you're here?"

"Y-yeah," he said. His head was feeling a little fuzzy, but he was fighting to stay focused. "Ned and I were at the Stark Expo when a spider bit me. A _really_ big spider."

"Yes, that's what your friends told the paramedics who brought you here," Dr. Atwater said. "Looks like your memory is doing okay too. We moved you out of emergency care that night after we took some of your blood. Normally, we would take blood to find out which venom was in your system so we could counteract it. After we stabilized you and took a sample, however, we found nothing. We could only conclude that your body was actively eliminating the venom from the moment it entered your body." She gave him another smile. "That's a hell of an immune system you got there, big guy."

_Didn't do me any good when I got that flu for midterms last year._

"Anyway," Dr. Atwater continued, "you seem to be doing okay now that your awake, but we're going to keep you here for two more nights. We just want to make absolutely sure you're healthy."

"O-ok," Peter said with a nod.

"I can take him home then?" Aunt May asked.

"I think so," Dr. Atwater said with a nod, "barring any unforeseen changes." She stood up and placed her chair by the wall. "I'll send the nurse by later to see if you need anything. In the meantime, I have other patients I need to see to, so I'll leave you two be. I'm happy to see you're doing better." She smiled at the two of them before walking out of the room.

Peter and Aunt May spent the next few hours just talking and reassuring themselves that Peter was just fine. Eventually, when it was late afternoon, Aunt May gathered her things and bid farewell to Peter with promises to call him later tonight and to come back and visit soon.

After a nurse drew some more blood from him and brought him dinner, Peter was flipping through the hospital's limited television channels when his door opened again. A doctor Peter didn't recognize walked in and closed the door. He smiled before pressing his side. Peter's mouth dropped open as the man's entire form flickered like TV static before he suddenly transformed into a completely different person wearing a sweater and a baseball cap. The intruder took his hat off and gave Peter a grin.

"Hey, kid."

"Mr. Stark?! What- how- what?!"

"New thing I've been working on," Tony said happily, tapping a boxy-looking device on his belt. "Short-term image inducer. Figured it would be a good field test since visiting hours are over. Works okay, but still a little finicky. Also makes my teeth taste funny." Tony started to walk into the room, but paused and began looking around. He peeked into the small bathroom and even looked under the bed.

"Mr. Stark…" said Peter. "What are you doing?"

"Checking if your aunt is still here. I'd prefer to avoid a confrontation."

"And you're checking for her under the bed?"

"It's called 'being thorough', kid. It's a skill you'll need to learn." Satisfied that Aunt May was not hiding in any dark corners, Tony took a seat at Peter's bedside. "How ya feeling?"

"I'm okay," said Peter, adjusting his position in the bed to be more upright. "I'm still a little woozy from time to time, but I don't feel sick or anything." There were a few moments of silence before Peter spoke again. "Why were you at Expo? I thought you didn't go in public outside your armor."

"I still do, but I'm always incognito," Tony answered, crossing his arms. "I wasn't planning on going, but I decided I could stand to check things out this year. Besides, part of me wanted to make sure you didn't get into trouble." Tony paused before giving Peter a significant look. "Somebody's got a lifetime ban from Horizon Labs, after all."

Peter suddenly felt sick and turned his head away from Tony to stare at the ceiling. He had no words to respond to that.

"Hey, if you don't want to talk about it, we won't talk about it," Tony said, waving the subject away. "Believe me, kid, it's nothing compared to the number of places I've gotten myself thrown out of over the years." He shrugged. "Granted, I ended up immediately buying most of them out of spite, but that's not the point. My point is that I trust you, but I still want to keep an eye on you."

Peter turned looked back to see Tony giving him what could be counted as a crooked smile. Peter found himself smiling back.

"Thank you, Mr. Stark."

"No problem, kid." There were a few moments of silence before Tony stood back up. "Well, I just wanted to check in a make sure you were doing okay. I'll give you the week off from coming uptown to make sure you're all good and ready to work again. I mean it, kid," he said, immediately stopping the protest that Peter was just about to voice. "As soon as you get home, you're taking a week off from Stark Tower, no ifs, ands, or impertinent teenage buts about it. Clear?"

Peter blinked up at him but did nod his head in understanding.

"Okay, Mr. Stark."

"Goodie," said Tony, leaning down to give Peter a slap on the shoulder. "You rest up and don't worry. Your glue is gonna be there waiting for you when you get better. Have a good night." Tony walked toward the door, flipping the switch on the device at his belt and reassuming his disguise. With another wave to Peter, Tony made his departure.

Peter yawned and glanced at the window. It had gotten dark out and he was feeling tired again. He used the remote by his bed and turned out his room lights before lying back down. A flicker of thought went through his head and he reached up to take his glasses off. His fingers only met his own skin.

He hadn't been wearing his glasses.

* * *

Tony walked a few blocks away from the hospital, looking around the streets of Midtown. This area was actually a really safe part of the neighborhood, especially considering this place was practically a stone's throw away from Hell's Kitchen. That was the main reason he had gotten the paramedics to bring Peter to this hospital. Even as night was falling, the worst things out on the street were a couple of drunks stumbling home to sleep off a night of either celebration or sorrow-drowning.

Tony hated that there was still a small part of him that wanted to be right there with them. He just shook his head and pulled the sunglasses out of his pocket. He tapped the frame as he put them on, turning on the heads-up display.

"FRIDAY?"

" _I'm here, boss. How's the kid?_ "

"He's doing fine," Tony said with a smile. "Don't worry your little electric head about him. He'll be back to the workshop in no time." Tony paused as he passed a man in a cape walking down the sidewalk, some Pro-Hero on one last patrol before the end of his shift. "I need you to send the suit to my location. It's time I had a talk with someone."

" _On it, boss. Just promise you'll go it easy tonight._ "

"I just wanna talk to him, FRIDAY," said Tony. "Honest."

When he had made it another block away from the hospital Tony ducked into the first alley he could find. A few moments later, the pieces of the Iron Man suit arrived and Tony was soon flying through the sky. Night had fully fallen by now the city was all lit up beneath him. He didn't have very far to go and flew toward the tallest building in Midtown. He came within a few blocks of the building and angled toward the penthouse balcony. The building was made of glass that looked black in the night and had the name Oscorp in big white letters running down the side of the building. He caught sight of his target window and flicked through the vision modes of his helmet. Thermal imaging showed there was only one person in the penthouse office and a quick scan of electronic frequencies revealed no new surprises around the balcony. One couldn't be too careful when dealing with this guy.

Tony angled himself closer until he hovered just outside the floor-to-ceiling window of the penthouse office. On the other side of the tempered bulletproof glass, Norman Osborne sat at his desk signing forms. A glass of scotch sat on the desk within easy reach of the CEO, condensation gathering on the glass before dripping to surface of the mahogany desk. Tony only had to wait a few moments before Norman realized he wasn't alone and spun his chair to see him. There was a flash of irritation across Norman's face before he smoothed it into a smile and pressed a button under his desk. The glass doors to the balcony opened and Norman picked up his scotch before walking outside.

"Good evening, Stark," Norman said, raising his glass in a toast before taking a sip. "What a wonderful surprise."

"Osborne," Tony said coldly.

"Why don't you come inside and let me pour you a drink?" Norman urged, grandly beckoning to his office. "We can have a civilized discussion."

"I'm not here for pleasantries, Osborne," said Tony. "I'm here about the spider."

Norman's poker face was immaculate as he slowly took another sip of his scotch. "Spider? I'm afraid I'm not aware of any-"

Tony opened his hand and projected the images of multiple documents in the air. They featured the Oscorp logo, images of a large spider with the number eight painted on it, and many had red stamps labeling them as 'Confidential'. Norman took in the documents before giving Tony a flat look.

"Ah… _that_ spider. I remember now."

"I'm sure you do," growled Tony, closing his hand and cutting off the holograms

"I was under the impression we wiped those files two days ago," Norman said conversationally. "Can it be that you have a spy somewhere in my ranks?"

"Don't flatter yourself. I hacked your database. Your IT guys missed the latest kernel patch and your files didn't delete quite right." Tony couldn't help the smug smile under his helmet. "Something to mention at the next staff meeting."

He saw Norman's fingers tightening around the scotch glass despite the neutral expression on his face.

"I'll be sure to do that, thank you. Any particular reason why you're hacking my servers and stealing my files?"

"Because your spider bit a kid. I wanted to see how hurt he was before I decided how badly I would ruin you."

There was an odd expression on Norman's face at that. "I'm not sure I see why you're going to such lengths for a simple accident."

"The kid's a valued employee. And he got hurt at _my_ Expo after _I_ gave him tickets. I take responsibility for things like that. Unlike _some_ people."

"I can assure you that I did, indeed, react responsibly to this event. The employee who caused the mishap is no longer under Oscorp employ." Norman leaned against the railing of the balcony and looked out over the city. "A shame, really. I had such high hopes for Dr. Warren."

"Of course, you did," scoffed Tony.

"Come now, Stark," Norman said chidingly. "We are both men of the future. All we want is to raise humanity higher than it has been before."

"We are _not_ the same, Osborne. I make new technology. I make devices that help people. What your pet wackos do is creepy and wrong."

"You truly think so?" Norman asked, an absolutely infuriating smile on his face.

"Quirks made us reevaluate everything we know about human DNA. It's changed our species in ways we still don't fully understand yet. And even still, all you people want to do is play with our DNA like a cat with a ball of yarn."

"Such are the paths we must walk for the sake of progress," Norman said, downing the remainder of his scotch. "Future generations will applaud our accomplishments, Stark. And, for the record, I truly am sorry about what happened to that boy. We saw that his medical costs have been paid in full, but I believe there is a rather expensive fruit basket in the mail for him and his aunt."

In an instant, Tony was practically nose to nose with Norman. The man, to his credit, did not even flinch.

"Let me make this very clear, Osborne," growled Tony. "You keep your slimy hands far, _far_ away from that family. If I find out you've done anything even related to them, I'll bury you so fast you won't even know what direction is up. Understand?"

Norman maintained eye contact with Tony's glowing photoreceptors and smirked. "What _I_ understand, my friend, is that you are forgetting yourself. You're so busy threatening me that you've forgotten that I am all that is keeping certain _other things_ buried."

The words were like a knife in Tony's gut, but he struggled to make sure it didn't show from the outside. If he showed any sign of weakness, Norman would win. Even still, Norman's smile grew slightly wider. He turned from Tony and walked back into his office before giving him a mocking salute with the scotch glass.

"It's been a pleasure talking to you, Stark. Do drop by again sometime." With that, he closed the balcony doors and sat back in his chair.

In that moment, Tony wanted nothing more than to fire every missile, rocket, and other projectile in his suit straight into that office. Instead, he just sighed and flew towards Stark Tower. It had been a trying night and he needed sleep.

* * *

**SLA Primary Campus, Salem North**

The curtains were pulled closed in Jean's room, closing it off from the early evening sun and casting the room in shadows. The main source of illumination was a shining green lava lamp, something that Jean had had since she first moved into the mansion. The oozing light played across the room, illuminating the landscape posters adorning the walls, the fairy lights over the bed that she had put up a few years ago, and the small flock of paper cranes that lived on her bookshelf.

There were six textbooks currently floating through the air, slowly orbiting in a circle around the room. Jean sat cross-legged on her bed, her eyes focused on the textbooks as she slowly breathed in and out. She was calm. She was composed. She was in control. After a quick nod to herself, she held up the seventh textbook that had been lying across her lap and took hold of it with her telekinesis. The seventh book joined its brethren in their parade around her room.

Adding the seventh book seemed to be the current limit on her multi-tasking, Jean realized. The books were starting to shake and dip unsteadily in the air. When she felt something drip from her nose, she quickly set all the books down and used a tissue to stop the bleeding.

_I think that went well. I'm not pushing my weight limit yet, but I'm definitely doing better with multi-tasking. I think I'm making good progress._

When her nose had stopped bleeding, Jean stood up and stretched before opening her curtains. She still had some time before dinner, so she figured it would be a good idea to make some progress on her math homework. Before she could sit down at her desk, however, she saw a light on her phone telling her she had a new text message. She grabbed her phone and unlocked it before pulling up the message.

_**Kevin:** _ _hey Jean. we're meeting up at danger room e for a little group combat exercise. get here as soon as you can._

Jean immediately felt panic shoot through her body when she saw that the message had been sent to her almost a half-hour ago. In an instant, she had lunged across the room and ripped open the drawer holding her workout clothes.

"Group exercise?! I didn't know anything about any group exercise! It wasn't on the calendar!" she said to herself as she tossed a loose t-shirt over her head. She grabbed her phone and flicked through her text history. Nobody had texted about any group exercise before Kevin had sent her that text. Had they talked about it during a homework session? Did she totally miss it? She needed to hurry.

Jean had only one arm through her jacket and was still pulling her shoes on as she hopped out of her room and sprinted down the hall. She took the grand stairs two at a time and ducked around a group of three students who thought the staircase was a great place to have a conversation for some reason. Then Jean decided to skip the last five or so stairs and jumped for it before zipping across the entrance hall and slamming one of the doors open. The natural beauty of the grounds was staunchly ignored as she turned and ran to the side of the building to a long line of metal bike racks. The campus of SLA was large and spread out enough that many students opted to bring their bicycles to allow easier commutes. Jean found her bike and started twisting the dial of her lock, her trembling fingers making the task particularly difficult. When she had finally opened the lock, she leapt on her bike and peddled down the paved path like a bat out of hell. Jean blazed past the other buildings close to the mansions. Classroom buildings, dorms, gymnasiums, and even the Support Workshop.

After making a few more turns and almost skidding into two different trees, Jean finally reached Danger Room E. The building was the size of a high school gymnasium and the outside was mostly featureless except for the SLA logo and a big letter E. Jean dumped her bike in the frosted grass and ran for the door, fumbling in her pocket for her student ID until she pulled it out and swiped it in front of the scanner. The door opened with a welcoming blast of warm air to let her into a waiting room like one found in a doctor's office. Instead of a doctor's desk, however, there was a large metal door with a wall-mounted control panel right next to it. The control panel was currently displaying various readouts of the current session, but the most prominent part of the screen was the message _ROOM IN USE_ in big red letters _._ Jean swiped her ID again and pressed a button to affirm that she would indeed like to enter.

The doors opened to a sight of absolute mayhem. This had clearly been a market street of a beach city, but most of it was now on fire. She could see evacuating civilians in the distance and whirring helicopters in the air shining their searchlights on the city below. In the distance an orange sun set dramatically upon the roiling ocean, its fiery rays blending in perfectly with the burning cars on the street. In every direction Jean could see, there were dismembered pieces of robotic bodies. The still-functioning robots, looking like weird bipedal armored beetles, were swarming on top of a makeshift barricade of market stalls and food trucks, climbing up the sides of the battered vehicles to charge further in.

Jean's eyes found the Wards. They were making their stand within the barricade. Scott was firing optic blasts from the visor he wore during combat practice, strafing across the horde of robots climbing over the barricade and blasting away dozens of combatants with every glance. Jubilee had shed her gloves and was throwing sparkling balls of fire and light into the metal horde, each projectile screaming through the air before exploding like a grenade. Piotr had focused his attention on the smashing any robots that got through their defensive line, his metal muscles more than capable of ripping the robots limb from limb. Even Kevin found his own way to aid in the battle. Jean saw the glove of his containment suit retract from his hand before he touched a nearby palm tree. The Room had recorded his power and it obligingly rotted away that section of the trunk before it collapsed on top of four robots trying to climb the barricade. Then he took up a broken shaft of a street sign and waved it around, looking ready to swing at whatever came close.

Jean felt her breath catch in her throat. They were all facing incredible odds. They were all fighting their hardest.

They all truly looked like heroes.

Scott had just finished blasting away another wave of robots when he caught sight of her. Jean imagined she must look pretty bizarre, standing in a doorway that seemingly appeared from and led to nowhere. Scott's face was shocked for a moment before he came back to his senses.

"Computer, pause program!" he yelled.

Just like that, everything stopped. The robots hung still in midair. The helicopters above came to a halt. Even the roaring flames became frozen in time. The other Wards looked around in confusion before they all rounded on Scott.

"What the hell, Scott?!" demanded Jubilee. "We were kicking their asses. Why'd you pause the program?" Jubilee noticed Jean a second later. "Oh," she said with a glum look on her face.

"I-I'm sorry I'm late," Jean said, wringing her hands. "I didn't know we were having this exercise. I must have missed that conversation. I'm just glad Kevin texted me."

Scott looked over his shoulder to glare at Kevin, who remained entirely unaffected and just shrugged.

"I'm not apologizing, Slim."

Scott turned his attention back to Jean and grimaced.

"Jean…" he said hesitantly, "You… you didn't miss anything. Kevin wasn't supposed to text you about the exercise at all."

Jean blinked.

_What? That can't be it? That doesn't make sense._

"What do you mean, Scott?" she asked, a tremble in her voice.

"What I mean is," Scott said with a wince, "I figured it might be better if we had this exercise without you. Your powers just end up hurting you if you overdo it and…"

"And combat training would probably be wasted on you," said Jubilee, moving forward to stand next to Scott. She leaned her elbow on Scott's shoulder and gave Jean a smarmy smile. Scott just looked at Jubilee with annoyance as she said, "I mean, it's not like you're actually taking the Entrance Exam, right? You doing combat training would be pretty useless."

Jean swallowed, suddenly feeling a bit nauseous. A glance past Scott revealed that Kevin was looking anywhere other than at her while Piotr was sitting on a destroyed fruit cart, patiently waiting for the exercise to continue. Jean turned back to see the pained expression on Scott's face. Even he couldn't muster up enough any supporting statements for her.

"…Okay," Jean said with a little nod. "I'll just… I'll just leave you to it, then." She turned and walked back into the waiting room.

"Jean, wait!" Scott called, shaking Jubilee off his shoulder and jogging after Jean. He caught her hand as she was halfway across the waiting room and turned her to face him. "Jean, I'm sorry. I just…" He stopped, swallowed, and pulled her into a gentle hug. "I just don't want you to get hurt. Okay?"

Jean stood there in his embrace, her cheek pressed into his shoulder. Her arms rose to return the hug, but they stopped at just touching Scott's sides. When Scott finally released her and tried to gauge her expression, Jean struggled to put a smile on her face.

"Scott, it's okay. I get it." Her voice was barely louder than a whisper. Her throat was dry and she turned away from Scott as she felt a stinging behind her eyes. "I… I'm gonna head back to the mansion. I'll see you guys later, okay?" She gave one last glance toward Scott, who now looked very uneasy, before she walked out the front door.

This time he didn't follow her.

Jean was in a daze as she made her way back to the mansion. On her first trip, she was running on pure panic, but now? Now she was trying not to feel anything, but she wasn't succeeding very well at that. She reached the mansion and mechanically locked up her bike in its usual spot before entering the mansion and climbing the stairs.

It was only when she was safely locked in her room that she allowed herself to cry.

She didn't end up going down to dinner that evening and instead remained curled up on her bed. She had fallen into an uneasy sleep by the time Scott came to check on her. His hesitant knocks didn't wake her up.

* * *

Jean had a smile on her face as her next piece of paperwork was moved to the Done bin. Just a few more forms to fill out and she'd be able to go out to lunch with Scott. They had both been working so hard lately and they really deserved to take a break.

It had taken a lot of hard work and sacrifices, but they'd finally achieved their dream of running their own hero agency in Empire City. Their agency had a warm and inviting air to it and they were already working their way up in the Hero Rankings. Relaxing music hung in the air and Jean settled into her chair, humming along with the melody as she filled out another report. She looked up from the form to gaze across the room at Scott's desk where he was on the phone with someone who was in the merchandising business. Once there was merchandise of them, they were officially in the big leagues.

The calm atmosphere abruptly shattered when Kevin ran up to Scott's desk, his face white as a sheet.

"Scott! We got a problem!" he said in a panic. "There's a gang of villains coming up the street! They're smashing up everything! What do we do?!"

"I'll tell you what we'll do!" said Scott, standing up from his desk and hanging up his phone. "We're going to go out there and show those thugs what happens when they make trouble in our town! Everybody get ready!"

Jean nodded and set aside her paperwork and slipped her phone into the pocket of her costume. Maybe her lunch plans would need to be put off, but they had a job to do. She ran behind Scott and Kevin to the front door of their agency, where Jubilee and Piotr were already waiting. Through the glass door, she could see a group of shadowy figures casually walking down the street. Darkness and fire seemed to follow right on their heels.

"Alright, team," said Scott encouragingly, "we've trained for situations like this. Just stick our battle strategies and we'll be just fine. Let's get moving."

"Yeah! Let's teach these jerks a lesson!" whooped Jubilee before charging outside with a battle cry. An equally excited Kevin and a stoic Piotr followed right on her heels.

"I'm right behind you, Scott," Jean said with a nod.

Scott froze and spun around to face her, almost as if he had forgotten she was there.

"Oh… Jean…" he said hesitantly. "Um…"

Jean's smile faded and she suddenly felt a lot less excited about the mission ahead.

"What do you need me to do, Scott?"

"I… I think it would actually be best if you stayed here, Jean," Scott said, opening the door to walk outside. "I don't want you to get hurt. We can handle this ourselves."

"What?" Jean asked, feeling hurt and confused. "But I can help. We're supposed to stick together."

"It's nothing personal, Jean," Scott said, looking back at her over his shoulder. "It's just that…" He hesitated before turning around again. "You're useless."

He released the door and it gave a deafening _BOOM_ as it swung shut.

Jean felt her heart rip in two before she scrambled to open the door and join the rest of her team. No matter how hard she pulled, however, the door remained firmly shut.

"No! Scott! Please let me help!" she cried out as tears fell down her face. Scott made no sign of hearing her words as he ran down the street, joining the others in their battle. "Scott! Please!" Jean yanked harder on the door before hammering on the glass, but it stayed as immovable as stone.

Her cries were interrupted by a loud crack from behind her. She fearfully looked around to see that the office was breaking apart. Cracks skittered across the walls, floors, and even furniture before they broke off into pieces and fell away. More pieces of their agency were torn away until all that stood before her was a yawning black void. Then, it was almost as if gravity tilted and she found herself suddenly hanging onto the door handle for dear life, her tears falling down into the blackness. The world outside remained unaffected and she could clearly see the others doing battle with the villains and saving civilians. Jean's fingers began to lose their grip as she was pulled harder toward the blackness.

"Scott! Please!" she screamed. " _Please don't leave me!_ "

Jean's fingers finally lost their grip on the door handle. With nothing to support her, she was swallowed by the darkness.

She was falling down…

Down…

Down…

Jean woke with a start, her eyes darting around in an attempt to find out where she was. To her relief, she was only curled up on her bed, tangled up in her blanket with her shoulders twisted at an odd angle. She pushed herself up into a sitting position and thought over her dream. Many of her dreams faded away upon waking, but this was one that stayed fresh and raw in her mind.

Jean could feel more tears coming down her face as the thoughts of the day mixed with those of the dream.

" _Without you…"_

" _Wasted on you…"_

" _You're useless…"_

" _I don't want you to get hurt…"_

" _Useless…"_

After she finally brushed away her tears, she stood up from her bed and departed from her room with a determined expression on her face.

The hallway outside was dark, but she quietly moved through the halls of the third floor. She made a few turns before coming to a wooden door that she had always thought was a few shades darker than all the other doors in the mansion. Taking a deep breath to steady her nerves, she raised her fist and knocked hard on the door. She waited a few seconds before hammering on the door again. She repeated this over and over until she heard movement on the other side and footsteps started coming closer. When the door finally opened, a very disheveled and _very_ annoyed Magneto stood in the doorway wearing a long maroon sleeping robe. He rubbed his eyes before blinking them clear and focusing on Jean. She swallowed nervously as he scowled down at her.

"Jean, I'm telling you right now that I'm not Charles. If you're coming to me because you've had a nightmare-"

"Iwanttotrainwithyouagain!" she blurted out, her head ducking down

"-I am going to…" Magneto stopped and looked at her curiously. "What was that, Jean?"

"I…" For a moment, words seemed to fail her, but Jean took another breath to try and settle her already frayed nerves. "I'm sorry for what I said last week," she said to the carpet. "I've thought about it and you're right. If I don't work as hard as possible, I'll just get left behind." She looked back up at him, determination shining in her eyes. "I want to train with you again so I can get ready to take the Entrance Exam."

Magneto's only outward reaction to this was a raised eyebrow.

"And this couldn't wait until morning because…?"

"Because… because by morning I would have lost my nerve and changed my mind again. I don't want you to let me change my mind again after tonight."

For a few moments Magneto just stared down at her before a small smile appeared on his face.

"In that case, I look forward to working with you, Jean," he said. "I'll make sure to remind you of this conversation every time you start complaining."

"Yes sir," Jean said with a nod.

"Good. We'll start our lessons up again… _in the morning_."

Jean had the decency to blush.

"I'm sorry, Magneto. I'll let you get back to bed. Goodnight."

"Goodnight, Jean. See you in the morning. Be ready to train hard tomorrow."

"I will," she said, waving goodbye as she returned to her room.

Magneto had a smile on his face as he closed his door and walked back through his living quarters toward his bedroom. With a wide yawn, he climbed back under the covers and laid down.

"See? I told you she would come around, Erik."

"We are not having this conversation now," grumbled Magneto. "If you want to gloat, you can save it for the morning, Charles. Now go to sleep."

The only answer was a chuckle.

* * *

**The Burbs**

Peter had been gormlessly staring in the mirror for the last ten minutes. His jaw hung open as he stood in his bathroom, wearing only jeans. Finding that he no longer needed glasses in order to see had been a shock, but _this?_ This was something else.

The remainder of Peter's hospital visit had gone quite well. Aunt May and Ned had stopped in to see him many times and no other medical problems had sprung up in the meantime. Aunt May had brought him home from the hospital the previous night and he had just showered to get ready for school. He had just been in the process of dressing when he caught sight of himself in the mirror.

During his stay in the hospital, Peter had somehow developed an incredible physique of lean muscle. He had real abs now. He could see them. He could _count_ them. He also had a noticeable bulge in his bicep, a far cry from the weak noddle arms he possessed just at the start of the weak. Heck, even his shoulders were broader. His new muscles weren't overly large, but they were all defined and solid.

_This is… unreal. Did that spider venom have some sort of steroid in it? Wouldn't that come up on my blood tests or something?_

Eventually, Peter realized he couldn't just stand there staring at the mirror all day and finished getting dressed. Whether or not he got a few more flexes in before he dressed was strictly his business.

Peter finished dressing and came down the stairs in a rush. May was just spooning some scrambled eggs onto a plate with toast as he came in.

"Morning, Aunt May," he said, kissing her on the cheek.

"Good morning, Peter," she said with a smile. She handed him his plate of breakfast before they both sat down with their meals. Peter was seized with a sudden hunger and was practically shoveling the eggs into his mouth while Aunt May ate at a more sedate pace. When Peter looked up from his plate, he saw that Aunt May had a worried look on her face.

"What's wrong?" he asked. Aunt May cleared her throat and put down her fork.

"Are you sure you feel up to going back to school again today?" she asked. "It's not a problem if you don't. You can just stay home for another day."

"I feel fine, Aunt May. Honest." Peter smiled at her as he cleared his dish.

Actually, Peter felt better than fine. He felt like he could run a marathon, which was pretty amazing seeing as he was usually dying in PE after a single lap around the running track.

Soon after that, Peter gave his aunt a farewell with more reassurances before shouldering his backpack.

"See you tonight, Aunt May," he said with a smile.

"See you then, sweetheart," she said. A moment later, she suddenly looked confused. "Wait a second, where are your glasses?"

"I… um, I don't think I need them anymore," Peter said lamely.

"Don't need them anymore?" May said incredulously. "What do you mean by-?"

"Sorry, Aunt May, but I might miss the bus! Gotta go!" Peter said in a rush as he practically ran out the front door and down the street.

And that was only the beginning of Peter Parker's strange day.

* * *

"You're sure you're okay?" asked Ned. "I could totally carry your backpack for you if you don't feel good."

"Ned, I'm fine," Peter said, trying to put his friend at ease. "I actually feel really good today. Seriously."

"Okay," Ned said, still looking a little worried about him.

School hadn't started yet and the two boys were gathering their belongings from their lockers.

"Wait, where are your glasses?" asked Ned, suddenly scrutinizing Peter's face. "Can you really see?" He waved his hand in front of Peter's eyes, but Peter smacked his hand away.

"Knock it off, Ned. I can see just fine."

"How, though? Did they give you laser eye surgery while you were out or something?"

"Don't think so," Peter said with a shrug. "I just woke up in the hospital and suddenly I-"

That was when Peter suddenly felt a tingle in his head, but at the spot where his spine met his skull.

"Parker!" a new voice shouted. Peter snapped up straight and spun around. Flash was stalking down the hall toward them, flanked by his football henchmen, Seymour and Brian. Flash had a look of grit-toothed anger on his face and his eyes were focused on Peter like a sniper scope.

"H-hey, Eugene," stuttered Peter. He immediately regretted it when Flash shoved him and sent him stumbling back into the wall.

"Don't call me that!" Flash snapped. "Where the hell have you been?!"

"I-I was in the hospital," Peter said, trying to back further into the wall to get away from the angry Flash. "I got bitten by a spider while Ned and I were at the Stark Expo so-" Peter immediately realized his error and snapped his mouth closed, but it was too late. Flash's glare seemed to get even darker as he loomed over Peter.

"What the hell were two wastes of space like you doing at the Stark Expo?" he demanded. "You must have snuck in or something."

"No, we didn't," said Ned, trying to put on a brave face. "Peter got VIP tickets because he's working for To-"

" _Ned!"_ snapped Peter, stopping his friend from saying the words that would surely condemn him. Ned seemed to realize it just a second later and clamped his mouth closed. Flash glared at Ned before turning his gaze to Peter.

"So…" said Flash, now looking downright murderous, "you're working for someone who just so happened to give you tickets to the Stark Expo? Is that where you've been going with that fancy chauffeur of yours? You think you're so high and mighty now that someone is giving you attention?"

"I-it's not like that!" protested Peter.

"Shut up!" yelled Flash, giving Peter a hard shake. The back of his head slammed against the wall, making his already present headache just hurt that much more. "You obviously didn't understand our last talk, Parker. You don't remember where your real place is. Lucky for you," Flash suddenly had an evil grin on his face, "I'm more than happy to help you out with that."

In the space of a few moments, Flash had grabbed Peter by the back of his collar, opened his locker, and wedged Peter inside before slamming the locker door on him. Peter finished being dizzy just in time to be disoriented by the sudden lack of light.

"Get over here, Lard Boy!" said Flash. "I got a few questions for you about Parker's new job." This was followed by the sound of Ned letting out a breathless 'oof' as he was shoved to the ground.

"Leave him alone!" shouted Peter, struggling against the tiny metal box he had been placed in. It could have been his imagination, but it seemed even smaller than when he had been shoved in here a few weeks ago.

Peter pressed his hands against the back of the locker. He needed to get out. He needed to help Ned. He flattened his palms against the back wall and strained against the door. He was very surprised when he heard and felt a pop from the top hinge. Wondering what further surprises could be had, Peter pushed again. There came the groaning of metal and a few more small pops before there was a sudden loud _CLANG_ and Peter was falling out of the locker onto the hallway floor. Flash and his henchmen, who were crowding Ned back toward a wall, spun around and stared at him with looks of shock.

Giving his locker a look, Peter honestly didn't blame them. The door was bent and only hanging on by half of a single hinge. Peter just lay there, staring at it for what felt like an eternity, until…

"What's going on here?!"

All the boys spun to face the school principal, Mr. Davis, glaring at them.

_As if I didn't already have enough going on today…_

* * *

In Mr. Davis' professional opinion, it was quite obvious that Peter had had some sort of freak episode and decided to destroy his own locker while Flash Thompson, Midtown Middle's star athlete, and two of his friends had been merely passing through. The fact that the locker was clearly destroyed from the inside had no bearing in Mr. Davis' assessment whatsoever. The principal dismissed them all with an added remark to Peter that he would be calling his aunt and they should expect to be presented with a bill for damages to the locker.

_They'll probably overcharge us, too. I just hope my salary from Mr. Stark can cover it. I don't want Aunt May paying for… whatever is going on with me._

The day's classes had passed by and the students were now on their way to lunch. Ned kept trying to question Peter on how he had accomplished that feat with the locker, but Peter had no answers for that. He was still too busy trying to wrap his head around what was going on.

_I get bitten by a spider and then suddenly I start changing. I don't need my glasses, I have muscles, and now I'm able to break out of a locker. What sort of spider was that? It was way too big to be something normal, but the hospital said they didn't find any trace of venom in my blood. How does all of this fit?_

The two boys made it to their last hallway before the doors to the lunch room when Flash, Seymour, and Brian came walking down from the other hallway. Flash only gave Peter the barest of a glance before scoffing and entering the lunch room while the two other boys gave Peter ugly looks.

"Y'know…" said Peter, shooting the henchmen a glance before giving his attention to Ned. "Maybe we should eat outside. It's a nice day."

"Pete, it's February. There is no nice day going on."

"I just don't think we wanna get stifled in the cafeteria today," said Peter, turning on a dime to walk back the way they had come. Ned was left with the only option to hurry after him as Peter side-stepped the last few stragglers heading to the cafeteria.

"Looks like a ten-pointer," Peter heard Seymour whisper.

"You wanna?"

"No, after you."

"Mr. O'Reilly, it would be a pleasure."

There was a rush of sudden footsteps behind Peter before that strange tingle from before suddenly came back, but sharper and stronger. Then… it was like Peter's body moved on its own. He jerked to the side just as a foot swung up to kick through the space where he had been only seconds before. Peter's hand shot out and seized the foot before flinging it upward into the air. Brian, with a look of utter surprise on his face, found himself doing an involuntary flip in the air before crashing down on his front. The dull _THUD_ of his landing echoed through the hallways before silence settled over them.

"Holy…" said Ned, his eyes practically popping out of his skull. Seymour just stood there and stared at his teammate with his mouth hanging open. The students in the hall suddenly started whispering to each other, all of them looking in awe at what had just happened. Peter felt chills skitter over his body. His heart was pounding in his ears and he suddenly felt like he couldn't breathe.

_I… What did I just do?_

"Pete?" Ned said worriedly. Peter looked at his friend and swallowed.

"I… I… I need to get some air!"

With that, Peter turned and fled. He spent the rest of the lunch period hiding in a bathroom, wondering what the hell was happening to him.

* * *

_You can do this, Peter. Just make it through one more class without any more freak-outs and things will be fine. Just get through English. Piece of cake._

At the front of the classroom, Mr. Gladlee was leading his class in a discussion on _A Midsummer Night's Dream._ He had just found a passage he liked in particular and explaining to the class that it was not only a reference to the politics of Athens but also a satire about some obscure English noble.

_So, I now have incredibly quick reflexes, I'm crazy strong, and I have headaches at random times. What could even be happening? The bite must have done it, but what could actually cause all this?_

"Ahhh… a truly masterful bit of eloquence from The Bard. Anyone have any thoughts?"

 _The strength I had when I broke out of the locker and when I flipped Brian… I_ know _I'm not capable of doing that? Maybe the spider did have some kind of venom. Could it be affecting my adrenal glands and making them constantly produce adrenaline?_

"Mr. Parker, how about you?"

 _That could also explain the reflexes, but this really isn't good. I might tear my muscles apart and not even notice. And constantly being on adrenaline just_ can't _be healthy._

"Mr. Parker, are you listening to me?"

_I need to get my blood checked at Mr. Stark's lab. I know he told me to take the week off, but this is an emergency. I can give him a call after school and explain-_

"MR. PARKER!"

Peter jerked in surprise as Mr. Gladlee was suddenly right in front of him. Peter's hands jerked out to opposite sides and there was a sharp ripping sound. The whole class went silent. Peter could feel his body trembling as he stared at his hands. His copy of the book had been torn in half right down the spine and each half of the book was stuck to his palm. He shook his hands, but the separated covers refused to fall.

"Oh god," Peter whimpered. "Oh god, oh god, oh god! What's going on?!" No matter how much he shook, the two halves of the book stayed attached. He looked up at the now enraged teacher. "Mr. Gladlee, I'm so sorry. I don't know what happened, I just-"

"Enough!" hissed Mr. Gladlee, his eyes practically burning a hole in Peter's head. "I thought that you were a brilliant student, Mr. Parker. The faculty and I thought you had a shot at rising to academia. But your obsession with SLA and now this mutilation of your book have shown me how wrong I was. You are simply a young thug, Mr. Parker." Peter could hear the other students suck in breaths at that statement. "You will stay here after class so we can discuss the terms of your detention." Mr. Gladlee then turned on his heels and marched to the front of the class to continue the lesson.

Peter was frozen, absolutely stunned by what his teacher had said, when two wooden _thunks_ drew his attention downward. The separated covers of the destroyed book had fallen from his hands. He scowled at the offending limbs.

 _Oh, so_ now _you stop! Thanks a lot, hands._

Peter slumped in his seat and turned his attention back to the lesson, trying to pretend that he wasn't bothered by the dozens of hurried glances he got from his classmates.

* * *

The halls of the school were long empty by the time Peter left Mr. Gladlee's classroom. He had received a very significant browbeating and Peter had to say he was honestly a little impressed by how artful some of those condemnations were. Not only did Peter have to pay for the damages to his locker, he now had to replace the destroyed book and he was going to have Saturday detention at the end of the week.

"This day has really sucked," Peter muttered to himself as he walked toward the main doors to the school. "This has to be the work of that spider. I need to talk about it with Mr. Stark. And probably Ned too." Ned had been shooting Peter worried looks all throughout English after witnessing Peter's feats of strength. He had wanted to wait for Peter outside the room, but Ned had cram school today so Peter waved him off. They would contact each other at the end of the day and maybe figure out what was happening.

Peter opened the front door and had only made it three steps when that weird tingle seemed to slam right into his skull. This time it was much sharper than it had been all day. He hunched over and gasped at the sudden pain in his head, but then he felt something pass right over the top of his head. His headache screamed again and he kicked off the ground to hop a short distance away, turning to face his attacker when he landed.

Flash Thompson was frozen with his hand extended outward as he had tried to grab Peter. The young man blinked at Peter in surprise before becoming angry.

"Did you take some fucking dance classes while you were in the hospital?" he demanded.

"What are you-?" said Peter. "Were you waiting for me out here?"

"I never got my answers, Parker," Flash snarled, cracking his knuckles. "I wanna know how the hell you're doing all this weird shit today. How'd you get out of that locker? How'd a shrimp like you manage to flip Brian? What in the _fuck_ is going with you?"

"Believe me, Eugene, I want to know that just as much as you do," said Peter, slowly backing away from Flash.

"Don't call me that!" Flash roared, lunging forward with his fist cocked back.

Peter's headache had been pulsing in the back of his head ever since Flash appeared in front of him, but now it screamed as Flash moved to attack. In one instant, Flash was bearing down on him like an unstoppable freight train. The next, Peter suddenly found himself twisting his body to weave out of the path of Flash's punch. Flash stumbled forward, thrown off balance by his punch before turning back on Peter with rage in his eyes.

"Eug-…Flash, hold on," said Peter, holding his arms out pleadingly. "Let's just- ah!" Peter yelped as he dodged another punch from Flash.

Peter thought that even Flash wouldn't pick a fistfight with him on a city sidewalk, but it seemed he was wrong. Flash let out yells of frustration as he continued to swing his arms at Peter, but Peter just kept ducking and dodging around them.

_Whoah. How am I even doing this? This is insane!_

Peter hopped away from a wild haymaker from Flash, but his foot slid off of a glass soda bottle that had been left on the sidewalk. His balance was thrown off and his back slammed into the wall of the school building. Flash's eyes lit up in triumph before he charged yet again, his fist cocked back to hit Peter with a solid punch.

As his head screamed at him, Peter had no idea how he did what he did. He just bent his legs and shot straight up into the air.

There was a loud _CRACK_ as Flash's fist connected with the side of the school, breaking the paint and the concrete beneath it. He stood there for a moment, blinking in confusion, before looking in all directions to see where Peter had disappeared to. When he looked up, his mouth dropped open.

Peter was almost fifteen feet off the ground and somehow clinging to the sheer concrete face of the school building. Panic seized his chest the second he looked down and let out an audible squeak. Peter pressed his forehead against the wall and made a futile attempt to slow his breathing.

"What the hell are you doing up there, Parker?!" Flash roared angrily, slamming his hands against the wall.

"I don't know!" cried Peter, his whole body trembling.

"Get down here, you coward! NOW!"

"I don't know how!" Peter squeezed his eyes tighter and urged himself not to look down again.

Today was officially the strangest day in Peter's life.

**Notes for the Chapter:**

> Man, this was a fun chapter to write! Making Peter's spidey-moments was great and Jean is always fun to write. I'm so glad I decided to focus on her early.  
> I'm so happy people are enjoying this story and I'm hoping to get one more chapter out before I take a break for NaNoWriMo.  
> See you all next time!


	8. Doing Whatever a Spider Can

**Notes for the Chapter:**

> Firstly, I wanted to give a big 'ol Thank You to everyone who's given this story a Kudo or a Subscribe. Thank you so much for being awesome. I hope you enjoy the new chapter.  
> Secondly, this is the last you'll see of me for a little bit. I'm doing NaNoWriMo for the coming month so I'll be taking a break from these stories. When December comes around, however, I'll probably have a brand new story to post here :)  
> As always, eternal thanks to my lovely beta and NaNo buddy annbe11. Be sure to check her profile for some other great stories.  
> Now, on with the show!

**The Burbs**

**One Week Before the SLA Entrance Exam**

Peter's arms were aching, but couldn't say he hated the burn. The pounding of blood in his ears almost felt like the beat of a victorious march in the aftermath of so much struggle. He crouched on top of the signal metal signal tower and turned his head, trying the paint the panoramic cityscape into his head. The sun was currently setting on the horizon, giving off a beautiful burst of color as it's farewell gift to the city-dwellers. Peter even found himself giving a pleased sigh as he looked upon it. A slightly chilly wind blew in from the east, but it was a far cry from the arctic gusts that had come earlier in the year. Now, spring was well on its way to becoming summer and Peter needed only a light jacket to stay comfortable, even at these altitudes.

Sitting up there, with the expansive borough before him, Peter couldn't help but feel that this was his turning point. Over the last three months, Peter had been training his body as well as his mind. He had started lifting weights in his off-time and running around the neighborhood in the mornings. He also kept Ned in the loop on what was happening with his new Quirk and the two of them often spent their lunchtimes swapping stories and ideas, going over both the notes of Ned's Support cram school and Peter's observations of his powers. He and Tony had worked on his father formula as well as teaching him more about the mechanics that were a part of Tony's daily life. And Aunt May had supported him the whole way. Still, it was hard to believe he was here, looking down at the Burbs like a real hero.

This was a moment that he would remember for the rest of his life. Even if he failed his final test, he knew it would all be worth it, for this feeling.

* * *

**The Burbs**

**Three Months Before the SLA Entrance Exam**

After his weirdest school day ever, Peter had been at the mercy of the school janitor. The wait had been agonizing, but the janitor eventually set up a ladder and climbed high enough to bring Peter safely down from the wall. Then Peter had been left to stew in Principal Davis' office, waiting for Aunt May to arrive. When she did, she was informed that Peter had perpetrated several delinquent actions during the day, the biggest of which was scaling the school walls. Peter was given no opportunity to speak for himself and was sent home with a two-day suspension, Saturday detention the following three weekends, and an ominous remark that he should be thankful the police hadn't gotten involved.

On their drive back, Aunt May had just asked, "Peter, sweetie, aren't you afraid of heights?"

All Peter could say was, "Very much. I didn't mean to climb that wall and I don't know how I did it. I just stuck to it for some reason."

Aunt May nodded but said nothing. What could she say? It didn't make any sense.

After they made it back home, Peter shouldered his backpack and escaped to his room. When he was alone, he eased the backpack off his shoulders and dropped it to the floor.

That is, he _tried_ to drop it on the floor.

Peter's eyes snapped down to his hand, where the strap of the backpack was currently stuck fast. It was happening again. He started shaking his hand vigorously. When Peter gave another hard shake of his hand, the backpack apparently gave up and the strap tore off entirely, letting the pack thump down onto the floor.

"Ah, man…" Peter said. Another backpack ruined.

The strap was still stuck to his hand and Peter quickly tried to remove the strap, but it ripped and came away in pieces with lose threads still sticking to Peter's fingers. Peter stared at his hands. He hadn't gotten a chance to before this. Where before his hands had been unmarked and ordinary, now there were tons and tons of little brown dots all over his fingers. Peter brought his hand closer to his face and squinted at these dots.

_Weird. They almost look like…_

Peter opened one of the drawers of his desk and pulled out a magnifying glass. When he held it to his hand, he smiled. What he had seen on his hand were not dots, but tiny hook-shaped barbed hairs. Even to Peter's untrained eye, they looked very similar to…

"Spider claws," he breathed. He continued to stare at the tiny claws adorning his hand until, right before his eyes, they all suddenly retracted back into his skin. Peter stared in amazement before he tried to bring them back. It took some experimenting, but he eventually found a way to clench the muscles of his hand that made the hairs come out.

Finally, an answer.

On a hunch, Peter pulled off his shoes and socks before holding the magnifying glass to the underside of his foot to search for similar hairs. This time it took a bit longer, but he was able to figure out how to project those tiny claws from his feet as well.

_Okay, so… this is interesting. My hands and feet can stick to things like a spider. I wonder if…_

His thoughts trailed off as he looked around his room. In an instant, he knew what he wanted to do. Slowly, almost nervously, he walked to one of the more barren walls and placed his right hand on the wall. It took a bit of time to get it right, but soon his hand was stuck fast to the wall.

Then his other hand.

Then his feet.

Soon, Peter was crawling straight up his wall and toward the ceiling. He had an absolutely beaming smile on his face as he shifted his position and clung to the ceiling of his bedroom. Peter couldn't help but giggle as he took an upside-down look at his room, feeling the curious sensation of gravity pulling him toward the floor while at the same time having no real influence over him.

"Whoa…" he said through his giggles. "Cool."

"Hey Peter, I'm going to order some pizza," Aunt May said as she pushed through Peter's slightly open door. "What do you waAHHHHHHHHH!"

Aunt May's scream caused Peter to scream in surprise as well. This caused him to lose his concentration and sent him falling to the floor to land in a crumpled heap. After they had both taken the time to calm down from the fright, a quite shaken Aunt May ordered them a pepperoni pizza while Peter left a message for Tony about the situation and then explained the day's events to Aunt May.

They were still talking by the time the pizza arrived.

* * *

Early the next morning, Tony had sent the car to pick Peter up and take him to Stark Tower. He had no time for Peter's excited exclamations and instead insisted on putting Peter through a nigh-uncountable amount of both physical and chemical tests to try and find the extent of the changes to his body. Once Tony was reasonably reassured that Peter wasn't slowly dying from any reactions to mutations, genetic defects, or latent traces of radioactivity, Tony started letting Peter's excitement infect him too. Soon the both of them set about trying to find the scope of these new abilities Peter possessed.

By the end of the day, they had concluded that, in addition to Peter's ability to stick to walls, he also possessed incredible strength (enough to easily lift at least six-hundred pounds) and a level of speed and agility that would leave any Olympic athlete green with envy. If that wasn't all, Peter also possessed a form of danger-activated reflexes that were so fast they bordered on precognition. They discovered this when one of the workshop's robotic arms had some sort of malfunction and flung a wrench at the back of Peter's head, only for the boy to instinctively duck to avoid it. Peter quickly recognized these as the bizarre tingles he had been having the previous day.

At this point, not even crowbars could remove the excited smiles they both had. There was no better way of saying it: that spider bite had given Peter a Quirk.

"We can _definitely_ work with this," Tony had said.

* * *

_2/16 - 22_

_2/20 - 29_

* * *

**The Burbs**

**Two Months Before the SLA Entrance Exam**

Peter was still getting used to quirk but even so, he never lost sight of his father's adhesive. Between workouts, Tony's lessons, brainstorming with Ned, and school, Peter worked on the formula. Then one night, at two o'clock that morning, Peter sat bolt-upright in bed because he had figured it out. In the midst of a dream, he had a eureka moment. He couldn't even stop himself from laughing as he scribbled down his ideas like a man possessed.

The formula had suddenly clicked for him and he knew what it needed. The next batch of adhesive he cooked up didn't begin dissolving until an hour after contact was made with a solid surface and it was also much stickier than the original prototype. Tony had tested it with a few of his machines and calculated that this new version had a tensile strength of about one hundred pounds per square millimeter, which was frankly more than Peter could have hoped for in his wildest dreams.

Still, that left the question of how best to use it.

* * *

_3/10 - 72_

_3/17 - 100(!)_

* * *

**The Burbs**

**Seven Weeks Before the SLA Entrance Exam**

"So, just to clarify, you're not doing that glue gun idea, right?" asked Ned as he and Peter ate lunch one day.

"No way," Peter said around his ham sandwich. He continued after he swallowed. "Aunt May is worried enough as it is. I don't want to imagine how she'd feel if I was running around the city with anything even resembling a gun."

"What if it looked more like a spray bottle?" Ned asked, drawing a quick doodle on his napkin.

Peter laughed. "Mr. Stark will start calling me 'Mr. Clean', that's what."

"Hmm," said Ned, tapping his pen against his chin. "Maybe you could have some sort of shoulder-mounted cannon? Like that one fire-fighting hero with the water powers?"

"It has potential, but it might be too bulky."

"Right, you're a Jedi acrobat now. It would probably be too much."

Peter hummed in thought as he dropped some goldfish crackers into his mouth before he felt the tingle of his super-sense on the back of his neck. Peter immediately ducked his head down closer to the table, but nothing happened. After waiting for a moment, Peter slowly turned his head until he could glance over his shoulder. Sure enough, Flash Thompson was three tables away and glaring at him while he stabbed at his own lunch with far more ferocity than was necessary. Peter gulped and turned his eyes back to his food, trying to act like he hadn't just stolen a look.

Things had been… _odd_ for Peter here at school since his new Quirk appeared. Flash had been keeping his distance and he and his minions hadn't offered up much more than vicious looks and a few insults in passing. Nobody had kicked Peter to the floor or shoved him in a locker in over a month, but Peter found he couldn't relax. His danger senses were going off every time Flash got too close or so much as looked in his direction, immediately putting Peter on edge.

"You okay, man?" asked Ned.

Peter gave a shaky nod. "I'm okay. Eugene is just staring at me." Ned didn't even attempt to be subtle as he looked for himself.

"Wow, that's cool," Ned said with a smile. "Your spider-tingle tell you that?"

"Yeah," Peter said with a nod.

"Awesome." Ned paused in thought before nudging Peter with his elbow. "You could try something where you shoot this glue from your butt. Like a spider, y'know?"

That suggestion was so crazy that Peter just had to laugh. For a moment he was able to ignore the tingling in his head.

"Yeah, I'm just gonna give that a 'no', Ned," Peter said with a shake of his head. "I want to be a hero with at least _some_ dignity."

Ned laughed at the idea too before turning back to his sketch on the napkin. "Well, I'm not getting any other ideas right now, so I guess we can do more brainstorming later."

"Yeah, after English we can go to the library and work on it a bit more," Peter said with a nod.

"Wait, English?!" said Ned, suddenly looking worried. "Shot! I forgot to do my reading for today!"

"Oh," Peter said with a wince. They had been assigned to read the first few chapters of _Robinson Crusoe_ in preparation for a discussion in class. Everyone was expected to contribute. "Want me to give you the cliffnotes version?" he asked.

"Actually, I should be okay," said Ned, pulling a mini laptop computer out of his backpack. He opened it and, with a short burst of keystrokes, he was connected to the school wi-fi. Ned reached to the back of his neck and pinched at the top of his spine. When brought his arm back around, a USB plug was in his hand with a cable leading back up to his neck. He plugged the cable into the laptop, which immediately flashed a number of web pages and text documents before turning off. The cable retracted back into Ned's neck and he gave Peter a grin. "Done."

**Ned Leeds: Quirk – USB**

**His quirk gives him an extendable USB cable that connects directly to his brain. When he fits it into a computer, he can control it with the speed of thought as well as directly download information. On the downside, his 'RAM' is limited and if he downloads too much info at once, his brain might try to automatically free up some storage space.**

"You make it look easy," Peter said, rolling his eyes. "Did you download the whole book?"

"Nah, just the first three chapters," Ned said, closing the laptop and putting it away. "Crusoe's kind of a jerk."

"Yeah, he is," Peter said with a nod. "But he's an 18th-century British guy. What else was he gonna be?"

"It's kind of slow, too," Ned said, scratching his head. "How do you manage to make being kidnapped by pirates seem boring?"

"I'm just hoping we get to the island soon."

"Yeah, I've seen a bit of one of the movies. Pretty soon he'll be swinging around like he's Tarzan and making giant treehouses."

Peter started to nod at that before his mind conjured up an image to go along with what Ned had said. He froze, his eyes wide.

"Wait," Peter said, holding up a hand. "Say that one more time."

Ned blinked in confusion. "Um… making giant treehouses?"

"No, the thing right before that."

"Swinging around like Tarzan?"

Peter gave a slow nod before he grabbed Ned's pen out of his hand and bent over the napkin, drawing furiously. The idea for the device was taking shape and he was trying to keep the pen moving as fast as his brain was.

When Peter had completed the rough sketch, he slid the napkin toward Ned as they both looked over it. It was a wrist-mounted launcher, using a trigger in the palm to launch adhesive from a nozzle. He had included a stick figure wearing a pair of these devices and swinging between two buildings.

Ned blinked a few times before he looked up at Peter with a big goofy grin on his face.

"I think we just found a winner, Pete."

"I think so too," Peter said happily.

The bell signaling the end of lunch rang just as they were finishing their congratulatory handshake.

* * *

_3/24 - 151_

_3/31 - 185_

* * *

**The Burbs**

**Four Weeks Before the SLA Entrance Exam**

Peter knew he had no reason to be nervous. This was just a test of his new prototype launching mechanism. He already knew that the adhesive itself worked and issues with the launcher itself could be fixed. He had no reason to feel so nervous about the upcoming test.

However, when he put his mind to it, he knew why he was feeling nervous. This was the second prototype launcher he had tested and he could still remember how the last one had gone. When he had pressed that button to activate the mechanism, he had expected a stream of adhesive to fire from the nozzle. Instead, a formless lump of goop had squirted out of the nozzle while the rest of the adhesive supply had exploded in the machine and oozed out of every crevice.

Peter had been mortified while Tony had spent the next few minutes howling with laughter.

_But that was then. This is now._

He had decided to move away from his original idea of a gun that shot streams of adhesive and instead try a new design with a smaller nozzle and more power behind the release. A last-minute thought had him also include a motorized emitter nozzle that, with its multiple spinning chambers, should conceivably weave the adhesive into a sort of cord.

He just hoped that it worked in the real world as well as it did in his head.

Tony walked up next to Peter and clapped a hand on his shoulder.

"Ready to give two-point-oh a test, kid?" Tony asked.

"I think so, Mr. Stark," Peter said, hoping that this test was better received than the last one.

"Well, you have the countdown," Tony said before taking a step back. A camera had been mounted on one of the robotic arms that lived in the workshop and it adjusted itself to keep both Peter and the device in frame.

Peter gave his prototype one last examination. It was an ugly thing, set up like a slim box with lots of wires and metal bits out in the open for all to see. A press of a button on the remote he was holding made the nozzle give a few test spins, showing everything was working alright. Behind the nozzle was an air-tight chamber where blasts of compressed gas would shoot the adhesive from its removable capsule and toward the nozzle. From there the adhesive would, in theory, fly through the air and land on a target board that had been set up five feet away from the nozzle. Peter let out another nervous breath before stepping back from the device. It was time.

"Adhesive launcher prototype mark two," he said clearly for the camera. "Launching adhesive at target five feet from exit point. Commencing test fire in three… two… one…"

Peter pressed the big button on his remote.

_THWIP!_

Peter really couldn't believe his eyes. There, sticking out from the nozzle of the launcher, was a long thin cord of woven adhesive. He walked up to it and ran his finger across the cord before plucking it like a harp string, causing it to let out a satisfying little _thrum_. His face lit up with an impossibly huge smile.

"It works!" he cheered, throwing his hands up in the air. "It really works!"

"Ahh," Tony said, shaking his head at Peter's display. His smile had just the slightest tinge of mockery to it. "Baby's first gadget. It's a beautiful sight, indeed."

Peter was too excited to even register the 'baby' comment. His mind was already going into overdrive with how the design could be utilized and improved. As he stared at the corded line of adhesive his prototype had launched, it suddenly struck him that 'adhesive' didn't really fit what this was now.

To Peter's eyes, it looked more like a spider's web.

* * *

_4/18 - 267_

_4/20 - 360_

* * *

**The Burbs**

**Present**

Peter did another check on his new web-shooters. Like the prototype launcher before them they were boxy and ugly but they still did their job properly. Plus, he already had a bunch of new ideas to make the next model more streamlined and aesthetic. For the moment, though, these would be more than sufficient.

It seemed like Peter had everything he needed to succeed in the Entrance Exam next week. His powers were trained, his shooters worked wonderfully, and he knew the subjects of the written test like the back of his hand. If he thought about it, there was only one more significant obstacle to overcome.

The last test.

Peter pulled a small notepad and a pen out of his pocket before flipping through the notepad to a specific page. It featured a series of dates, with the first being only a few days after he first discovered his powers and the latest being just three days ago. Each date had an increasing number written right next to it.

Peter took one more look around The Burbs before making an entry for today.

_5/11 - 982 (+ 10 for signal tower)_

He underlined this line twice and put the notepad back in his pocket. He took a few deep breaths before nodding to himself and jumping down from the top of the signal tower. Peter walked to the edge of the building and looked down at the streets below. The cars and people below looked like toys or insects from this high up. For a moment Peter feared the vertigo would overwhelm him yet again. The ground below even looked to be moving further and further away. He closed his eyes and let out a long, calming breath.

He was ready.

Over the last few months, Peter had been working to overcome his fear of heights. His equipment and new Quirk were perfectly suited for moving at great speeds high above the city streets and there was no room in that equation for a mild case of acrophobia. It only made sense to begin putting himself in situations where he could overcome his fear. He had started small, just by climbing to the top of his house, but he knew he had to keep going higher and higher if he wanted to get anywhere. He had started going to the downtown areas of the Burbs and scaling the buildings, always trying to go higher than he had before. After a few close calls with people almost seeing him, he had started climbing at twilight, when the setting sun made it harder to focus on any human-shaped blobs crawling up the sides of buildings.

This climb was the last one, however. Skymark Tower. The tallest building in the Burbs. He was as high as he could possibly get while staying in the borough. Now, he just needed to take that final step. As the sun dipped below the horizon and the sky darkened, Peter shook his hands out and bounced on the balls of his feet.

"Well, no time like the present," Peter said to himself, cracking his neck a bit. After taking one more breath and a few steps back, he dashed forward and leapt out into open space.

For a second, time seemed to slow and the world went silent.

Peter took it all in. The last rays of sun glistening off of the polished glass of windows. The lights from cars, billboards, and phones below glittering like a thousand stage lights. The feeling of suspended animation that accompanied this blissful moment of freedom.

For a brief moment, Peter didn't feel like he was plummeting to the ground.

He was rising.

Then reality set in and Peter began to fall. His body was buffeted by the wind as he fell faster and faster. His ears were filled with wind and his eyes began to water. A scream of terror tried to leap from his throat as the ground came closer and closer every second.

Then Peter twisted in midair and extended his arm toward a nearby building. His middle and ring fingers found the pressure switch in the palm of his hand before clicking it.

_THWIP!_

The strand of webbing arced through the air before snagging on the stone face of the building and his fingers wrapped around the opposite end of the line. An instant later the web line jerked taut and he was swinging above the streets. He was on a collision course with the window of an office building before he used his other hand to fire a second web line and yank himself in a different direction.

He didn't know if it was his increasing skill with web-swinging or just the sheer rush of jumping off the edge of a skyscraper, but he felt more exhilarated now than any other time he had tried swinging. He had a grin on his face when he reached the highest point of his latest swinging arc and released the web line to perform a backflip before flicking his hand out to fire another web line.

He didn't even feel bad about the loud "WOO-HOOOOOOO!" he let out.

"Nice moves there, sugah."

Peter yelped at the sudden voice that had come from right next to him and managed to miss the target of his next web line. The web failed to connect with anything and Peter found himself falling toward the streets below, gravity once again exerting its tyrannical will over him. He had only fallen a few feet before a firm grip wrapped around his ankle and left him hanging upside down. He hung there helpless for a moment before craning his neck up. Peter's eyes went wide when he got a full view of his rescuer.

Her green suit was skintight, showing off an impressive collection of muscles. She wore a brown leather jacket over that, giving a rebellious edge to the ensemble. The look was completed by her long brown hair with a startling streak of white in it. Even if he hadn't recognized that, there were only a few heroes who could hover unaided in the air while holding another person up with one hand. And then there was the accent.

"Wat' kinda cat burglar are you to go swinging aroun' and shoutin' at the top 'a your lungs, boy?" she asked him, giving him the stink eye.

_Rogue, the Number Seven Hero! Oh man, I'm so dead!_

"Please! This is a mistake!" Peter cried out, waving his hands frantically. "I'm not a thief! I swear! I'm just a student!" Her brow quirked as soon as she stared hard at him. "Also, I know you must get this a lot, but I'm a big fan."

"What are you? Thirteen?" she asked

"…I'm almost sixteen," Peter murmured.

Rogue shrugged, turned herself in midair, and flew toward the roof of a nearby building. She set herself down gently and released her grip on Peter, who caught himself in a handstand before springing to his feet. She gave him a severe look and crossed her arms, drawing attention to the fact that she had a shopping bag dangling from her other hand.

"Mind tellin' me what in the sam hill you're doin' up here? And try to keep it snappy. I've got ice cream."

"Well…" said Peter, scratching the back of his head guiltily. "I'm up here training, actually."

"Trainin'? For what?"

"Well, I'm trying to get into SLA this year and the Entrance Exam is next week."

"SLA?" Rogue said with a smile on her face. "Well, shoot. My ol' alma mater. You seen the campus yet?"

"Only on the website. I haven't had the time to go and visit the campus yet."

"Oh hon, if you make it in, you're gonna love it," she said with a laugh. "Some of the best years of my life were at that place. I remember this one time when…" That was when Rogue trailed off and seemed to remember what she was supposed to be doing. "Anyway, why are you swingin' around the city so late? How are you even doin' that? Are those ropes your Quirk?"

"Actually, no. I made these," Peter said and pushed the sleeve of his jacket up to show the web-shooter. "It's a prototype, but it lets me shoot out cords of this webbing. I don't have any problem swinging because my Quirk makes me really strong and sticky. I'll be using it a lot as a hero and I wanted to get some practice before the exam."

"Neat," Rogue said, leaning closer to get a better look at his web-shooters. She leaned back and tapped her chin in thought before her face fell and she sighed. "You do understand that you're breakin' a whole mess a' rules by swingin' around up here like a madman, right?"

Peter winced. "Yeah, but I couldn't find any legal ways to practice. I didn't want to just show up at the exam with no idea what I was doing." Pete started rubbing his arm nervously. He knew that he was in trouble now, but he just hoped that the consequences weren't too dire. To his surprise, Rogue seemed like she was going through an internal struggle before sighing and massaging her temple.

"Ah, hell," she muttered before focusing on Peter. "What's your name?"

"Peter, ma'am," he said, automatically extending a hand. "Peter Parker."

"Well, Peter Parker," Rogue said with a small smile as she extended her gloved hand to shake his, "you seem like a good kid so I'm gonna let you off with a warnin' this time." Peter's eyes widened in surprise before her face turned serious and leveled a firm finger at him. "But you gotta keep your feet on the ground from now on, okay? I don't wanna catch you swingin' around and scarin' folk half to death 'til you get your license. Clear?"

"Yes, ma'am," Peter said, nodding his head vigorously.

Rogue seemed to suddenly gain a sparkle in her eye. "And, if you're serious about trainin', you _definitely_ shouldn't check out that old sugar refinery on Fifth and Fredrickson. The one that's been abandoned for years. You _for sure_ shouldn't go anywhere near that place."

Peter's jaw dropped as he stared at the pro-hero.

Rogue just gave him a grin and a wink as she lifted off from the rooftop. "Now, I'm thinking you have your own way to get down, right?" Peter had enough sense to nod dumbly. "Good. I gotta get home to a hot bowl of jambalaya and the hotter hubbie who's makin' it. Hope to see you again soon, Peter. I'm rootin' for you." With that, she zoomed off and was soon lost from sight.

Peter blinked a few times, still in awe at the conversation he had just had. Eventually, Peter stopped gawking and shook himself back to the present. The sun had completely set while he and Rogue were talking and the sky was getting darker by the second. He immediately ran to the side of the building to begin his descent.

Next week was the Entrance Exam. Seeing another hero made him realize he was far from finished with his training. Peter realized that this was just the beginning.


	9. Entering the Exam

**Notes for the Chapter:**

> Greetings and salutations, one and all! Did everybody miss me?  
> (cricket noises)  
> Okay, let me start out by giving you guys a big apology. I intended to come back after NaNoWriMo was done, but things changed. My project for NaNoWriMo turned into... well, it was more like a NaNoDeJaWriMo. Took me way more time to actually finish than I thought it would. I can happily say, however, that my project is done and, on the recommendation of my lovely beta, I'm putting it on ice for a few months so I can come back with fresh eyes and edit it before posting.  
> In the meantime, I'm happy to bring you a new chapter of Excelsior! I hope you all enjoy it! As always, eternal thanks to my lovely beta annbe11 for her help bringing this chapter into being. Dear readers, please be darlings and check out her other stories. Her newest project in the PJO fandom called Sue's Curse is pretty hilarious, and more of an archeological expedition than a story :)  
> Anyway, ON WITH THE SHOW!

**SLA Primary Campus, Salem North**

_Deep breath in_ _… Let it out…_

_Deep breath in_ _… Let it out…_

Jean tried to release the tension in her shoulders - she really did - but her body just kept seizing up. Her heart rate sped up and her fingers began nervously tapping against the ceramic counter top. She knew time was ticking down, but she couldn't bring herself to move from this spot. Not until she could get things under control. She closed her eyes and counted to ten before looking once again at her reflection.

"You can do this, Jean."

She stood at the polished marble sinks in the girl's bathroom in the SLA mansion. She had been standing there for a while, trying to convince herself that this day wasn't about to end in disaster.

"You're gonna be okay," she said to herself. She stared hard at the mirror, looking deeply into her own eyes and urging herself to see the truth in those words. "You've been training hard for this for months. You've already done the written test, so now you just have the practical. You've gotten much stronger, so you'll be fine." She extended a finger and dramatically pointed at her reflection. "No nosebleeds. No headaches. No getting left behind. Got it?"

For a few moments, there was silence in the bathroom as Jean tried to let herself absorb those words. Then Jean jumped and had a mini heart attack when she heard the sound of a bathroom stall lock sliding open. A bathroom stall on the other end of room, one that Jean swore she had checked, opened to show another girl standing there awkwardly. The girl was dressed in a graphic t-shirt for some cartoon Jean had never seen before and she had a pin-emblazoned backpack slung over her shoulder. Her dark brown hair fell past her shoulders and she had bright hazel eyes that were looking askance from Jean.

"Heyyy…" the girl said hesitantly, scratching the back of her head.

"Uh…hi," Jean said, finding her hands fidgeting even more than they had before.

_Hello, Grim Reaper? It_ _'s me. Feel free to drop by whenever you're ready._

"Sooo… I didn't mean to overhear you and all, but…" The girl took a breath before looking fully at Jean. "Are you okay?"

Jean cleared her throat, still fidgeting with her hands. "I'm… I'm just nervous about today."

The girl nodded in understanding. "I know what you mean. The written test was okay. I'm pretty sure I got at least an A-minus. B-plus, minimum. But man, I'm really nervous about this practical and coming here to study is my _dream._ " The girl became much more animated. "Can you believe that some of the greatest heroes in the world studied at this academy? Psylocke. Rogue. _She-Hulk!_ Oh my gosh, I'm so excited but so scared at the same time!"

For a second, Jean wasn't really sure what to do. She had been confused enough at this girl just randomly deciding to interact with her, but that stream of words had been an even bigger surprise.

Then the girl seemed to realize how weird she was being because she froze and cleared her throat before scratching the back of her head in embarrassment.

"Sorry about that. I tend to geek out a bit when I think about heroes. Let me start over." She held her hand out toward Jean. Then, before her eyes, the girl's arm extended, stretching up and around in a loop-de-loop before stopping in front of Jean. "I'm Kamala. Nice to meet you."

"Nice to meet you too," said Jean, taking her hand and shaking. "I'm Jean."

"Hi Jean," said Kamala, smiling again as she retracted her arm. "I'm sure we'll both do fine on the practical, whatever it is." She gave Jean a look and some of her excitement returned. "I don't suppose you know what it is, though, do you?"

Jean shook her head. "It's a bit different every year. I remember last year was races through an obstacle course and the year before that was more like king of the hill. Who knows what it'll be this year?"

Kamala started to nod before she suddenly froze and looked at Jean.

"Wait, I was just trying to break the ice. How do you know all that? I spent weeks researching online and I could only find vague ideas of the practical exam."

"I…" Jean said hesitantly. "I actually live here."

"Seriously?!" Kamala said, eyes bugging out of her skull. "Here at the academy?! That's so cool!"

"Yeah. I've lived here since I was about… six, I think? Me and a few other kids live here. The Professor is our guardian."

"Awesome," Kamala said with a grin. Then she blinked in realization "Wait. Do you mean you're one of those orphans that-" She suddenly stopped herself, aware that she must have overstepped a line. "Oh jeez, I'm so sorry. I shouldn't have said-"

"It's okay, Kamala," Jean said, trying to put a comforting smile on her face. "Don't… don't worry about it. It's fine." Silence fell over them and Jean could practically feel the awkwardness rising by the second. "We should probably get moving," she said, pushing herself off the counter. If the person who she believed was in charge of the introduction to the practical exam still had the job, then they needed to get to the auditorium. He always liked to start early.

Before Jean got to the bathroom door, it suddenly burst open, making Jean jump back in surprise.

"WegottagetgoingKamalaorwe'llbelatehiJeanbyeJean!"

During that rush of words, a blond and pink blur zoomed into the bathroom, grabbed Kamala, and zoomed back out before Jean could even get a proper look. In an instant, she was suddenly left alone in the bathroom.

_That was weird._

She shook herself back to reality and walked out into the hall. Jean was in the East Wing of the mansion and started making her way toward the entrance hall. The other students had been advised to keep to their dorms for the next few days, so the mansion and the surrounding campus were surprisingly empty.

This was the first day of SLA hero entrance exams. Out of over twenty thousand applicants from both nearby areas and foreign countries, only the top twelve hundred had been allowed the opportunity to come compete for the possibility of filling a mere thirty-six open slots in the Hero program. That wasn't counting the spots that were given to recommendation students, bringing the total number of new Hero students to forty. SLA had set up four days of tests, each with three hundred students arriving on campus to put their knowledge and skills on display. Those students were again divided in half where one group started with the practical exam and the other took the written before they both switched over. Jean had been in the latter group and finished the grueling three hour written exam before an hour-long lunch break was called. It was coming close to the end of that break, however, so she made her way out of the mansion and toward the auditorium, a place that was normally used for drama productions and music performances, but served just as well to introduce the practical exam. Scott and the other Wards would be waiting for her there.

She walked out through the open grand doors and followed the paved path toward the auditorium. Scattered across the grounds, she could see other students finishing up their breaks or starting to walk toward the auditorium as well. Some of them looked dirty and exhausted, likely from the practical exam. Seeing the state of them made another tingle of nervousness shoot down her spine. She tried to calm herself and keep her barriers intact, not wanting to confirm any fears about what was awaiting her. Taking a few deep breaths, Jean turned her attentions to the sky above her, taking some comfort in the beautiful summer day and the tweeting birds that fluttered between the trees.

 _This place is so beautiful_ , Jean thought to herself. _I hope I get to stay here even if_ _…_

She forcibly derailed that train of thought. She _could_ pass this test. She _would_ pass this test.

As she tried to get her own spirits up, she was knocked out of her thoughts by a very odd sight. In front of her stood a massive oak tree that had been on this land for over a hundred years. Its branches soared over forty feet into the air and it was incredibly thick around the base. What surprised Jean was the fact that she could see someone sitting high up in the branches of the tree, about twenty feet off the ground. The person was wearing a light jacket, a pair of track pants and a backpack. To Jean's surprise, they also seemed to not be wearing shoes, though it was difficult to tell for sure through all of the other branches.

_What are they doing up there? We_ _'re not supposed to climb the trees._

Jean was just starting to open her mouth in order to call to them when the figure suddenly dropped from their perch toward the ground. Her call turned into a cry of alarm as Jean lunged forward, stretching out her hand and calling up her power. As the tree climber was surrounded in red energy that slowed their fall, Jean felt pain slam into her head like a truck. The pain was so strong she was actually driven to her knees, but she kept her hold on the tree climber through sheer force of will. Her Quirk was not strong enough to stop them in midair, but it was enough to slow their fall. The person she had just saved let out a surprised exclamation as their movement slowed to a crawl before they were placed on the ground. Jean could barely see though the intense pressure in her head and the tears that were filling her eyes from the pain. She could already feel the blood leaking from her nostrils.

"Wh-what?" the tree climber said as they spun around, revealing themselves to be a young man with slightly curly brown hair and boyish features. He looked around in confusion before he turned to see Jean on her hands and knees, gasping for breath as blood dripped from her nose. "Oh my gosh, are you okay?" he said, immediately hurrying over and kneeling down beside her. He gasped. "Oh man, you're bleeding! Do you need a nurse?!"

Gritting her teeth against the migraine, Jean clumsily waved his question away before straightening up and pulling a packet of tissues out of her pocket. She almost tore the packet open in her rush to claim one, but she quickly plastered a tissue against her upper lip and wiped away the blood.

"I'm fine. My nose bleeds when I overuse my Quirk," she explained.

 _Kind of like when I have to stop some idiot from falling out of a tree he shouldn_ _'t even be climbing in the first place,_ she thought.

The boy blinked at her and swallowed.

"I-I'm sorry," he stuttered. "I didn't know we weren't supposed to climb them. I was… I was just trying to avoid someone. And I jumped off because m-my Quirk makes me really strong. I didn't mean to freak you out. I didn't even know you were there. Here, I'll help you up."

Jean stared up at the boy, blinking in confusion. She definitely hadn't said that out loud. Her lips hadn't moved. That means the only way he could have heard her was if…

"Ineedtogo!" she said hurriedly, scrambling to her feet and rushing away. The boy said a few words after her, but Jean wasn't listening. Her thoughts were too focused on what had just happened.

She hadn't spoken. Not aloud, at least. And he couldn't have read her mind unless he had two quirks for some reason. That meant… that meant she must have projected her thoughts right into his mind.

Just like the Professor was able to do.

 _This means my powers must be growing_ , thought Jean, feeling more than a little nervous at the thought. She shook her head clear before she descended into memories from before she was in the Professor's care, but a spike of pain in her brain reminded her of her migraine and that quick head movements should be discouraged. After stopping at a drinking fountain to swallow a migraine pill, she continued on her way to the auditorium.

The day so far hadn't been going as well as she had hoped so far. She had already had a nosebleed _and_ a migraine today and she hadn't even started the exam. Despite how poorly this boded for her chances, she tried to get back in a prepared mindset.

Thankfully, Jean's migraine had lessened its pressure and her nose had stopped bleeding by the time she met up with Scott in front of the auditorium. He didn't notice anything amiss when he smiled and put his arm around her shoulders. They walked into the theater side by side and took their seats next to the rest of the Wards. All around them, other prospective SLA students were sitting down as well.

As more and more students filed in, Jean could feel them. She could sense their nervous thoughts skittering against her barriers. She closed her eyes and took a few deep breaths, letting her focus turn inward and strengthening the walls of her mind. She didn't want to have another psychic episode today. She was stressed enough just having her own thoughts in her head. She certainly didn't need to include other peoples'.

When she was surer of her mental security, she opened her eyes to find Scott looking at her with concern. She gave him a smile and squeezed his hand.

"I'm okay," she said. "Just getting ready."

"Are you _sure_ you want to do this, Jean?" Scott asked. "It's probably not too late to change your mind."

Jean tried not to let her thoughts show on her face. That had to be the thirtieth time Scott had said something like that in the past few months. He had made it very clear he was not a fan of her taking the exam, but Jean would not let herself be swayed. How could she call herself a hero student like Scott and the others if she didn't go through the same experience as they had? This was her choice and she was standing by it. It was nice that Scott was worried about her, but this was becoming a bit much.

"I'll be fine," she said encouragingly. "This will be a breeze."

Scott looked like he was about to refute that statement when the lights in the theater dimmed and turned off. All the teens around them went silent in anticipation.

"Ladies and gentlemen, readers of all teen ages…" a recognizable voice said from the speakers. The beam of a spotlight came down from above, illuminating the stage and the person standing upon it. "YOUR INCREDIBLY SEXY MAIN CHARACTER HAS ARRIVED!"

There was no mistaking that red spandex jumpsuit, the small armory on that utility belt, or that incredibly annoying voice. Jean groaned and rubbed at her temples. She had hoped she was wrong, but it seemed that for some strange reason the staff had entrusted _Deadpool_ of all people with introducing the practical exam. He was even wearing a heavily bedazzled pop star headset.

 _I bet this was Professor Frost_ _'s idea,_ Jean thought. _She probably thinks it_ _'ll be a laugh._

"Looks like all you whippersnappers are here to become heroes, am I right?!" Deadpool called out to the dumbstruck crowd. "So we're going to put you through a dangerous, death-defying exam to see if you've actually got the cajones for it! Can I get a 'hell yeah'?!"

Nobody spoke. Nobody moved. Nobody even seemed to breathe.

"Sheesh, tough crowd," Deadpool said with a shake of his head. "Okay, kiddies, we need to get things moving along here before the readers get so bored they go back to their Naruto lemon fics, so let's get down to it." As he was lifting a finger dramatically to continue his insane speech, Deadpool's head suddenly snapped to face the right side of the auditorium. There was a sharp _shing_ and he was pointing one of his katanas in the same direction. "I see you trying to vlog this, butt wipe. If you don't turn that phone off right now, I'm gonna use it to give you a colonoscopy, got it?" There was a shuffle of movement as the intimidated student put away his phone. "Good," said Deadpool as he sheathed the katana on his back.

Behind him, a giant projector screen lowered from the ceiling. When it had finished descending, a film reel countdown appeared on it.

"No…" Jean said, shaking her head.

"You're kidding me," said Scott.

"Please tell me they didn't let him make his own slides," Jean heard Jubilee mutter.

"Why would they do this?!" Kevin hissed from further down the aisle.

All of their hopes were dashed when the title card of Deadpool's presentation appeared on the screen. It was a childish drawing of multiple people wearing capes with the title 'IntЯoduksHun 2 PractiNikle X-am!'

Forget Professor Frost. Even _she_ wouldn't allow something like this. This had to be Rocket's idea of a joke.

Deadpool pulled a sheaf of papers out of his pocket and placed a pair of reading glasses over his mask. He cleared his throat before flipping through the papers.

"Now then," Deadpool said after clearing his throat, "blah blah blah, legal stuff legal stuff, you know you're here for the practical exam, blah blah blah, we're not liable for eviscerations or incinerations. Ah, here we go. If you will look on your registration papers, you will find that you have been given a two-digit designation in the box marked 'Practical Group'."

The auditorium was filled with the rustling of papers as all of the students pulled out their registration papers. Jean's were folded up in her pocket, but she didn't pull it out. She already knew she was in group E1.

Sadly, she wasn't in a group with any of the other Wards.

"The letter denotes which of our trap-infested Danger Rooms you will be taking your test in. It goes without saying that the D groups are going to have the most fun, am I right? Hey-yo!" Again, there was silence. "Ah, screw you, that was funny. Anyway, the number means whether you'll be in the upper room or in the dungeon basements."

The slide changed to show a trio of poorly-drawn faces. The first had a baby's pacifier in its mouth, the second had angry eyes, and the third was angry and on fire.

"When you are in the Danger Room, you will have fifteen minutes to defeat, immobilize, or just un-alive a series of enemies that pop up. You'll win an amount of points ranging from one to three, with the more dangerous bad guys being worth more points. You want to get as many points as you can before time runs out, so you better use that good ole' caveman bloodlust, people."

Then the image changed to another poorly drawn face, much bigger than the first three, that had devil horns and an evil smile filled with sharp teeth.

"This here is to represent the Monster, or Zero-Pointer of the test. This is something we teachers like to toss in so we can watch you kids almost die. Don't even try fighting it, because you can't. Make like those pointless humans in a Godzilla movie and just get the hell out of the way, capeesh?"

There were some scattered nods from the prospective students.

"Now, let's see, am I missing something?" said Deadpool, flipping through the papers more. "No. No. Well that's just some boring shit. Oh right! I was supposed to tell you that you'll be monitored during the exam and graded appropriately. If you attack your fellow testers, you'll be disqualified. Also…" He focused an angry glare at everyone in the auditorium before he was suddenly holding a shotgun. "If I see any of you little crotch dumplings stealing other people's un-alivings, I'll shoot you myself." He pumped the shotgun with a loud _chk-chk_. Now everyone was looking at him with fear. An instant later the shotgun was gone. "I'm so happy we had this chance to talk and I hope we get to talk again soon. Good luck, kiddies. _Ninja vanish!_ "

And just like that, Deadpool disappeared in a puff of smoke. As everyone in the auditorium blankly stared at the place where he had been, Jean let herself breathe a sigh of relief.

"That could have gone so much worse," she said.

"Yeah," Scott said with a nod. "Only a few insults and two threats of violence. He actually showed restraint today."

"Maybe Dr. McCoy switched him over to decaf?" suggested Kevin.

"Who knows?" Jean said, standing up and making her way down the aisle. "I'm just glad he didn't bring any C4 this time. I thought Magneto was going to blow a blood vessel after that Fourth of July party."

* * *

"Just calm down, Peter. You're gonna be fine. You've been training for this."

Peter sat in the corner of the waiting room of Danger Room E1, frantically wringing his hands together as all the other students around him milled about. The room was pretty large and there were a lot of chairs, so the fifteen students occupying the room had enough room to spread out. A few people were sitting down like Peter. Some were up doing stretches while others seemed to have enough confidence to just stand there and wait for the doors to open.

Peter glanced at the digital clock on the wall over the metal door to the Danger Room. The instructions they had been given were very clear that they were to wait until the door opened for them, but there had been no indication on what time that was going to be. SLA was a widely respected school, so they wouldn't just leave them hanging for a few hours, right?

Unless that was part of the test. Maybe SLA wanted to make students go through a period of waiting around, as if they were on a stakeout, right before throwing them all headfirst into the action? Or maybe they just want the students to _think_ that's what the test was?

Peter stopped that trail of thought before he drove himself nuts. He was nervous enough as it was. Honestly, he felt like the good luck wishes he had gotten this morning from Aunt May, Ned, and the short text message from Mr. Stark had only managed to make him more afraid about this test. He went back to tapping his bare toes against the carpeted floor, his shoes already safely stored in his backpack.

He was suddenly handed a distraction when the back of his neck started tingling. He swallowed and looked up. It only took a second to meet Flash's gaze, filled with fury and focused directly on Peter.

 _Why_ _did he have to be in the same group as me?_ Peter despaired. He was nervous enough as it was. He didn't need to add the Flash-induced anxiety layered on top of that.

Peter averted his eyes, trying ignore how much his spider-sense – as Mr. Stark had taken to calling it – was bothering him and how angry Flash was getting. As he tried to look elsewhere in the room, he found his eyes drawn to a head of scarlet red hair. It was a surprise to see that he had also been placed in the same group as that really pretty girl he had run into before the presentation. She was currently rubbing her temples in annoyance, as if she had a headache.

_She got hurt because she used her Quirk on me. Should_ _… should I go tell her I'm sorry? No, she probably doesn't want to talk to me. Might upset her again. And even if she isn't, she's probably trying to concentrate. I don't want to distract her. Maybe I can apologize after we're done._

Peter's spider-sense blasted back once again, even more intense than before. He looked back at Flash, who was becoming red in the face. As Peter watched, Flash's expression got darker and angrier. His hand squeezed around the arm of the chair he was stiffly sitting in. Then, when Peter was beginning to wonder if Flash was about to break his own chair, Flash stood up and advanced on Peter, moving like a glacier with an agenda. His hands were balled up into tight fists. The closer Flash got, the worse that Peter's spider-sense rang out in his skull. Peter's head burrowed into his shoulders as if that would do anything to hide him from what was coming. His spider-sense reached a fever pitch when Flash stood over him.

"I thought I warned you about coming here, Parker," snarled Flash. "This school doesn't have time for Quirkless wannabes."

"I-I have a Quirk now, Flash," Peter said, wishing he could make himself smaller. "I-I told you already."

"A few freak accidents don't mean you have a goddamn Quirk, freak!" Flash glared down at him. "Are you trying to fucking die or something?!"

"I-I just… I just want to get into this school, Eugene. T-there's nothing wrong with-"

" _Don_ _'t_ call me that!" said Flash, his hand shooting out to grab Peter's chair right next to his shoulder. "Why can't you just stay in the trash where you belong?!"

Peter wanted to run. He wanted to hide. He wanted to escape. But he couldn't. He couldn't even bring himself to move. His heartbeat sounded like fireworks in his ear and his spider-sense was only screaming at him that he was in danger but couldn't make him act. All of his new strength and speed meant nothing. He couldn't even keep his hands from shaking and he could barely breathe.

In this moment, Peter was entirely helpless.

Then, just as Flash was reaching out to grab Peter by the collar, a large hand wrapped tightly around Flash's wrist.

"I don't know how they do things at your old school, pal, but behavior like that is frowned upon where I come from."

Peter looked up at the new arrival and his eyes almost bugged out of their sockets. Somehow, he had been so freaked out by Flash that he completely failed to notice the other person's approach, and that in of itself was an _incredible_ feat. The young man standing before him was both very tall and very buff. He must have been six and a half feet at least and Peter swore that his arm muscles must be the size of tree trunks. He was dressed in a purple t-shirt and black athletic shorts and had a belt with pouches buckled around his waist. He had the face of an athlete, like a football player or wrestler. The type of guy who had skipped over puberty and went straight to manhood. His blond hair was cut short and he had multiple silver piercings in each ear.

And that wasn't even mentioning the fact that he had green skin.

"You just made a big mistake, asshole!" growled Flash, jerking his hand out of the newcomer's grasp and glaring up at a person that could be considered a smaller Incredible Hulk. For the moment, though, it was as if Flash had forgotten all about Peter. Not that that really made the squeezing sensation in Peter's chest any less debilitating.

"I highly doubt that," said the green boy, crossing his arms.

"You wanna fucking bet!"

"Guys, guys, guys," said another boy as he walked over to them, his hands extended in a placating fashion. He was dressed in shorts and a tank top with his sandy-blond hair pulled back into a ponytail. "I know that we must all feel a little bit on edge, but our minds must be at peace in preparation for the trials to come. No good can come from allowing our tempers to cloud our judgement."

"I'm about to _show_ you my fucking temper!" Flash snapped, pivoting targets without skipping a beat. "You want me to snap you like a twig?! I'll fucking do it!"

"Hey, there's no reason to fly off the handle like that," said a girl with ram horns. "You don't need to be an asshole."

Unsurprisingly, things only got louder from there.

As Flash began shouting in earnest, Peter was surprised when the large green guy bent down and gently placed his hand on Peter's shoulder.

"I think you need to get some air," he said, giving a comforting smile.

Peter didn't resist when the boy took him by the shoulder and escorted him across the room, looping around behind Flash's back to get to the front door. When he was out in the open air, Peter finally felt like he was able to breathe again. He bent over with his hands on his thighs and took a few moments to just breathe in an out. The warm pavement beneath his bare feet also helped ground him, giving him a physical sensation to focus on that wasn't caused by panic.

"In through your nose and out through your mouth. There you go. You're alright," said the other boy. He had removed his hand from Peter's shoulder but he still stood close by, looking ready to hold Peter up if need be. Peter let out another long sigh before he gave his rescuer a thumbs-up.

"Thanks," he said, standing back up straight. "I'm… I'm feeling a bit better now."

"Good. Good." The boy said with a smile. He extended a hand toward Peter. "Forgot to introduce myself. Name's Teddy. Nice to meet you."

Peter took the hand and shook it.

"Hi Teddy. I'm Peter. Peter Parker." When they released their handshake, Peter spoke up again. "I don't mean to pry, but… are you at all related to the Hulk?"

Teddy blinked before he suddenly laughed.

"Yeah, probably should have expected that. I've been asked that all my life," he said with a smile. "Well, let me assure you that I'm not related to the Hulk and I don't have any anger issues." He paused. "Well, at least not any more than your average sixteen-year-old," He shot a look back at the glass door that led into the Danger Room waiting area. "Unlike that guy. What's his problem?"

"Um," said Peter, scratching the back of his head. "Yeah. Sorry about him. He's… been like that since we were kids. We used to be friends but…" Peter sighed. "That was a long time ago." Peter frowned at the ground. It had been a _very_ long time ago. Sometimes Peter thought that Eugene didn't even remember.

"Hey. Uh. What's that?" Teddy asked. Peter glanced up at Teddy and saw that he was looking at Peter's wrist where part of his web shooter could be seen.

"Oh, this?" said Peter, pushing back the sleeve of his jacket to fully show it. He held his arm out toward Teddy so he could get a good view. "It's my support equipment. I call them web shooters. They expel an adhesive compound that solidifies on contact with the air. It'll be good for tying up bad guys and a bunch of other things." Flicking his wrist toward a tree on the side of the paved path, Peter clicked the trigger switch in his palm.

 _Thwip!_ A stream of web shot through the air to splatter on the trunk of the tree and stick to the surface of the wood. Teddy let out an impressed whistle.

"Nice." He turned back to Peter and looked at the web shooters again. "They don't seem corporate, though. Who made them?"

"Oh, I did," Peter said rubbing his neck.

"Really?" said Teddy, looking at the web shooter with a new level of interest.

"Yeah," Peter said, feeling himself smile. "It took forever to get them to work though."

"I bet," Teddy said. "I'd never be able build something like that. What even gave you the idea?"

That was all Peter needed. Encouraged by the Teddy's friendly curiosity, Peter began telling him about his father's formula and how he had finally gotten it working. He went into the design of the shooters themselves – making sure to leave out mentions of Mr. Stark, though – and Teddy listened intently while asking a question every now and then.

Before long, Peter had practically forgotten about his panic-inducing encounter with Flash.

The two of them had been chatting for a few minutes when Teddy suddenly lifted his hand to stop Peter in the middle of his brainstorming on increasing the storage capacity of the web shooters.

"Sorry to interrupt you, man, but I think we've got some movement," he said, pointing toward the door. Peter looked and saw through the glass that there was a spinning red light above the door to the Danger Room and people were already standing up to cluster around it. Peter and Teddy nodded to each other before they reentered the waiting room. Everyone in the room stood there watching the heavy metal door as it hissed and slowly slid open, revealing only shadows.

" _Attention all participants. Please enter the test chamber to begin the examination._ _"_

Even when the door stood open and beckoning to them, the prospective students hesitated. Those that stood close to the door even took half a step back. Nobody wanted to be the first one to enter.

"What the fuck are you even doing here, you pussies?!" shouted Flash, shoving a few people aside so he could storm through the door. As soon as he stepped inside, his footsteps changed to tromping on hard wood and he started climbing a set of stairs.

Others in the room were urged to movement themselves, spurred by Flash's actions. Peter and Teddy both stood to follow the procession of students cautiously entering the Danger Room. Peter saw a flash of scarlet as the girl from before ducked inside, but his view of her was swiftly blocked by another girl with butterfly wings. He and Teddy were among the last to enter through the door, where the floor beneath their feet suddenly turned from carpeting to wooden boards. They followed the rest of the students up the stairs, which groaned and squeaked under their weight. Actually, it was if the whole structure was groaning around them.

"Hard to believe this is actually made of holograms," Peter said, running his hand against a wall that really did feel like wood.

"I know. Isn't it crazy?" Teddy said, grinning with excitement. "Imagine the kind of video games you could play with something like this. Probably costs a pretty penny, though."

"I think I read something about that them having some smaller ones in the… in the mansion that students can use for recreation."

"Well, now I know what I'm doing on my first day at school."

Peter turned his eyes upward, where the other students where filing through a wide doorway that emitted hazy, overcast sunlight. He could also hear the sounds of… were those seagulls?

Peter and Teddy both gasped in amazement when they reached the doorway.

One would never believe that they were still standing in a building the size of a gymnasium. As if by magic, all of the students now found themselves standing on the top deck of a huge galleon sailing vessel. Three masts stood tall, all of them holding limp sails with countless ropes and rigging crisscrossing the entire assembly. Peter could even feel the ship gently rocking back and forth, a physical testament to the advanced technology of the Danger Room. Black iron cannons were arrayed along the side of the vessel, each having a small stack of cannonballs waiting next to them as if waiting for an attack. The ship was entirely surrounded by a thick fog, giving an ominous air to the setting.

"Whoa…" said Peter.

"Yeah… whoa…" agreed Teddy.

The students spread out across the decks, most of them peering at the fog and trying to ascertain where the next surprise would come from.

A few students, however, were otherwise occupied.

"Why did it have to be the ocean?" moaned a boy, leaning against the mast as he held his stomach.

"Come on, dude, shut up. I'm trying not to heave over here," said another girl, leaning against the railing and looking like she was already suffering. Peter winced sympathetically.

Suddenly they heard a bell ring out from somewhere off the starboard - or was it port? Peter could never remember which was which - side. All the participants spun to face that direction as, cutting through the gloom and the fog, a second ship appeared. Despite the lack of wind, it had no problems slowly drifting through the sea to pull up alongside them. Black sails hung above the deck, all of them emblazoned with a red skull and crossbones.

"Be ready for combat!" shouted the blond boy with the ponytail, taking a fighting stance as his fist began to glow. The other students around Peter began preparing themselves, calling up their Quirks or just backing up so they had more space to move.

For a moment, there was silence. All they could hear was the ocean quietly lapping at the sides of the ships. Then they could hear the sound of heavy boots tromping across the deck of the other ship. Everyone tensed, ready for a fight to break out at any second. The boot steps came closer and closer, and they could see a dark shape coming through the fog toward them, coming more into focus by the second. When the figure reached the railing of their vessel, they could be clearly seen.

Everyone stared in dumbfounded silence.

"Oh, you've gotta be kidding me…" Peter heard the red-haired girl groan.

"Avast and shiver me timbers, you yellow-bellied liver-eating landlubbers! How do you miserable scallawags like proving yourselves?!"

There before them, dressed in a red waistcoat, a flowing black cape, and a pirate hat with a huge cloud of pink feathers in it, stood Deadpool. His katanas were sheathed at his sides and Peter counted no less than five pistols tucked into his belt. He was also wearing an eye patch - on top of his mask, of course - and he had two stuffed parrots sitting on each shoulder.

In short, he looked absolutely ridiculous.

"Well, kiddies, I think I have just the type of toy for you to play with," he said, reaching into a pocket before pulling out a glass bottle with the word 'Acme' written on the side. With a wink to them all, he uncorked the bottle and poured its contents into the ocean. As soon as that was done, Deadpool saluted them while his boat began pulling away back into the mist. "I'd love to stay and watch, but I'm heading off to find Keira Knightly. She's got a pirate chest I _really_ need to plunder, ha ha! Your fifteen minutes start now!" The mad mercenary hero cackled maniacally as his ship disappeared, leaving them all alone.

Suddenly, the sea roiled beneath the boat, causing the ship to rock side to side. Those who could braced themselves against whatever they could grab, but many were sent tumbling to the deck. Peter, on the other hand, was able to just stick his feet to the deck and ride it out.

"What's going on?" Teddy asked, looking around wildly. Peter didn't have an answer and could only look around in nervous anticipation as the boat stopped rocking.

"What the fuck are these idiots doing?!" bellowed Flash, starting to look annoyed beyond belief. "Are they actually going to test us or are they just wasting our goddamn time?!"

The boy who had been seasick earlier now had both hands clasped over his mouth and was running for the edge of the boat. He leaned over the edge as if he were about to throw up again before he suddenly yelped in fright and flung himself backward. He scrambled back and pointed with a trembling finger.

"Th-th-th-their c-c-c-c-coming up!" he practically shrieked.

That was when a scaly green hand reached up to grab the railing.

Peter gasped as a group of monstrous pirates heaved themselves onto the deck even as more and more clambered up the side of the ship. Thew were dressed in tattered, waterlogged clothes and they all had scaly skin and burning red eyes. And as soon as they set foot on the ship, they drew swords and charged with a loud battle cry.

Peter gulped and made himself ready for battle.

The Practical Exam had begun.

**Author's Note:**

> I'm so happy to post a chapter of my new favorite story here on AO3. I hope you guys like it. Let me know what you all think. I need reviews to live!
> 
> My Hero Academia and Marvel are properties of their respective owners. This story is based off the artwork of DuckLordEthan on Deviantart, who you should totally check out.
> 
> See you all next time!


End file.
